(Party 1andParty 2hereinafter jointly referred to as the "Parties" and individually as the "Party")
IN CONSIDERATION OF each Party providing confidential information to the other Party, the Parties to this Agreement agree as follows:
Confidential information may concern one Party, other Party or Both Parties
1.1.The Parties acknowledgethat, in any positionany Partymay hold,any Partywill, or may, be making use of, acquiring or adding to information which is confidential to theother Party(the 'Confidential Information') and the Confidential Information is the exclusive property of thesuch Party.
1.2.The Confidential Information will include all data and information relating to the business and management ofany Party, including but not limited to:
1.2.1.Proprietary and trade secret technology;
1.2.2.Accounting records to which access is obtained by theother Party;
1.2.3.Work product information, including but not limited to, work product resulting from or related to work or projects performed or to be performed forany Partyor for clients orany Party, of any type or form in any stage or actual or anticipated research, development and innovation;
1.2.4.Computer software resulting from or related to work or projects performed or to be performed forany Partyor for clients ofany Party, of any type or form in any stage of actual or anticipated research, development and innovation, including but not limited to, programmes and programme modules, routines and subroutines, flowcharts, coding sheets and the like, source code, object code and load modules, programming, programme patches and system designs;
1.2.5.Information relating to the property rights ofany Partyprior to any public disclosure of such information, including but not limited to, the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research, development and innovation of products and services and, information regarding acquiring, protecting, enforcing and licensing proprietary rights, including patents, utility patents, copyrights, designs and trade secrets,
1.2.6.Operational information, including but not limited to, internal personnel and financial information, vendor names and other vender information, including vendor characteristics, services and agreements, purchasing and internal cost information, internal services and operational manuals and, the manner and methods of conducting the business ofany Party;
1.2.7.Marketing and development information, including but not limited to marketing and development plans, price and cost data, price and free amounts, pricing and billing policies, quoting procedure, marketing techniques and methods of obtaining business, forecasts and forcast assumptions and volumes and, future plans and potential strategies ofany Partywhich have been or are being considered;
1.2.8.Customer information, including, but not limited to, names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers ofany Party;
1.2.9.Any information that has been disclosed by a third party toany Partyand is governed by a non-disclosure agreement entered into between that third party and theother Party;
2.1.The Parties agreeto keep all Confidential Information absolutely confidential and protect its release from the public.The Parties agreenot to divulge, reveal, report or use for any purpose, any of the Confidential Information whicheach Partyhas obtained or which was disclosed toother Partybysuch Party.
2.2.The Parties agreethat if there is any question as to such disclosure theneach Partywill seek out theother Partyprior to making any disclosure of the Confidential Information.
2.3.The Parties agree and acknowledgethat the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to theother Party, would gravely affect the effective and successful conduct of the business and goodwill of theother Partyand would be a material breach of this Agreement.
2.4.Each Partymay disclose any of the Confidential Information:
2.4.1.To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body;
2.4.2.To a third party where theother Partyhas consented in writing to such disclosure;
2.5.If any Partyloses or makes unauthorised disclosure of any of the Confidential Information, thesuch Partywill immediately notify theother Partyand take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
Ownership had Title to Confidential Information
3.1.The Party 2 acknowledges and agrees that all rights, title and interest in any Confidential Information of the Party 1 will remain the exclusive property of the Party 1. Accordingly, the Party 2 agrees and acknowledges that the Party 2 will have no interest in the Confidential Information of the Party 1, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Party 2 may have created or contributed to the creation of Confidential Information of the Party 1.
3.2.The Party 1 acknowledges and agrees that all rights, title and interest in any Confidential Information of the Party 2 will remain the exclusive property of the Party 2. Accordingly, the Party 1 agrees and acknowledges that the Party 1 will have no interest in the Confidential Information of the Party 2, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Party 1 may have created or contributed to the creation of Confidential Information of the Party 2.
3.3.Each Partywaives any moral rights thatsuch Partymay have with respect to the Confidential Informationof the other Party.
Return of Confidential Information
Generally at the end of any contractual agreement (project, mission, task), Confidential information are returned to the Party who requests it
The Parties agreethat, upon request of theother Party, each Partywill turn over to theother Partyall Confidential Information belonging toother Party, including but not limited to all documents, plans, specifications, disks or other computer media, as well as any duplicates or backups made of that Confidential Information in whatever form or media, in the possession or control ofsuch Party.
Confidential information or trade secrets do not normally maintain their confidentiality forever
The Confidentiality is connected with:
5.1.The obligation to ensure and protect the confidentiality of the Confidental Information imposed on the Contractor in this Agreement and any obligation to provide notice under this Agreement will continuefrom the date of expiration or termination of following cooperation between Parties: .
Means of Distance Communication and Encryption
6.1.In order to protect the Confidential Informationeach Partyis obliged to refrain from using means of distance communication (e.g. electronic mail, telephone, telephone network, fax, storage available through Internet, social networks) for transfer of the Confidential Information in cases specified by theother Party.
6.2.In order to protect the Confidential Information of theother Partyin cases specified bysuch Party, the Partiesshall use encoding or any other suitable method of protection for the transfer of such Confidential Information.
7.1.Each Partyshall secure the computer systems (including the storage) where Confidential Information is stored bysuch Partyagainst unauthorised access to the Confidential Information by a third party and to protect it against cyber attacks.
7.2.If any Partysecures the computer systems against cyber attacks with appropriate technical means, yet Confidential Information is disclosed as a result of the cyber attack,such Partyshall not be liable for the disclosure of Confidential Information as a result of such attack.
7.3.For the purposes of this Agreement cyber attack means an unauthorised access to computer software (system) containing Confidential Information by a third party or a group of persons, including but not limited to software bots, phishing, pharming, viruses and/or DDoS attacks.
8.1.All notices or other communications shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered postal mail,days after the date of mailing to the following:
Individual Name: .
Individual Name: .
9.1.Neither party shall be responsible for damages to the other party to the extent that a breach of this Agreement (or failure to perform) by such party is due to an act of god, strike or other labour dispute, war, terrorist activity, riot, civil disorder, embargo, fire, flood, weather condition, or any other casualty, beyond the reasonable control of such party (collectively, “Force Majeure”).
9.2.During any delay in performance due to an event of Force Majeure, the disabled party shall use its reasonable efforts and due diligence to resolve the cause of the delay and to minimise the effects thereof. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event, then all other obligations of the parties shall continue. Delays or non-performance excused by this provision shall not excuse performance of any other obligation that is outstanding at the time of occurrence.
9.3.Notwithstanding the preceding, in the event such Force Majeure continues for a period ofconsecutive months, either party shall have the right but not the obligation, to serve a written notice on the other terminating this Agreement in full and each shall have no further obligation whatsoever to the other save that Company shall continue to be obliged to make payments of monies due hereunder but not paid at the date of termination.
This Agreement shall be governed by and construed in accordance with the law of the Province of .
Pronouns; Statutory References
All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine or neutral, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.
In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this agreement was prepared by or at the request of a particular Party or the Party’s counsel.
References to this agreement
Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless otherwise expressly stated.
All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other term or provision and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held invalid, illegal or unenforceable, had never been contained herein.
Each of the parties hereto shall execute and deliver any and all additional papers, documents, and other assurances and shall do any and all acts and things, which are reasonably necessary (including, without limitation, the delivery by Assignor of any original Trademark registration certificates and all subsequent certificates should they issue to Assignor, including all executed assignment documents relating to this Agreement to Assignee promptly after the date listed above in connection with the performance by the parties of their obligations hereunder and to carry out the intent of the parties hereto.
The paragraph headings used herein are descriptive only and shall not affect the meaning or interpretation of this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter contained herein.
IN WITNESS WHEREOF, the Parties have duly affixed their signatures on_____
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