Customer Information Non-Disclosure
IN CONSIDERATION OF and as a condition of the Client retaining the Contractor and the Client providing the Confidential Information to the Contractor in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
- All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
- The Contractor acknowledges that in any position the Contractor may hold, in and as a result of the Contractor’s retainer by the Client, the Contractor will, or may, be making use of, acquiring, or adding to information about certain matters and things which are confidential to the Client and which information is the exclusive property of the Client.
- ‘Confidential Information’ means all data and information relating to the business and management of the Client, including but not limited to, the following:
- ‘Customer Information’ which includes names of customers of the Client, their representatives, all customer contact information, 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 of the Client; and
- Confidential Information will also include any information that has been disclosed by a third party to the Client and is protected by a non-disclosure agreement entered into between the third party and the Client.
- Confidential Information will not include the following information:
- Information that is generally known in the industry of the Client;
- Information that is now or subsequently becomes generally available to the public through no wrongful act of the Contractor;
- Information that the Contractor rightfully had in its possession prior to the disclosure to the Contractor by the Client;
- Information that is independently created by the Contractor without direct or indirect use of the Confidential Information.
Obligations of Non-Disclosure
- Except as otherwise provided in this Agreement, the Contractor must not disclose the Confidential Information.
- Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Client and will only be used by the Contractor for the Permitted Purpose. The Contractor will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Client or any of its affiliates or subsidiaries.
- The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Contractor in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
- The Contractor may disclose any of the Confidential Information:
- to such of its employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:
- the Contractor has informed such personnel of the confidential nature of the Confidential Information;
- such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Contractor;
iii. the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
- the Contractor agrees to be responsible for and indemnify the Client for any breach of this Agreement by its personnel.
- to a third party where the Client has consented in writing to such disclosure; and
- to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other
Ownership and Title
- The Contractor acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Client. Accordingly, the Contractor specifically agrees and acknowledges that the Contractor will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Contractor may have created or contributed to the creation of the same.
- The Contractor does hereby waive any moral rights that the Contractor may have with respect to the Confidential Information.
- The Confidential Information will not include anything developed or produced by the Contractor during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-marks or copyright that:
- was developed without the use of any equipment, supplies, facility or Confidential Information of the Client;
- was developed entirely on the Contractor’s own time;
- does not relate to the actual business or reasonably anticipated business of the Client;
- does not relate to the actual or demonstrably anticipated processes, research or development of the Client; and
- does not result from any work performed by the Contractor for the Client