This Agreement, made as of the date specified on the last page hereof (the “Effective Date”), between Securicy Data Solutions Ltd., Suite 218, 309 Charlotte St., Sydney, Nova Scotia, B1P 1C6 and the Organization Uploading the Cybersecurity Questionnaire.
This agreement sets forth the terms and conditions of the confidential disclosure of certain information by the disclosing party (“Discloser”) and the receiving party (“Recipient”).
The parties agree as follows:
1. Discloser’s Confidential Information. “Discloser’s Confidential Information” shall mean all information disclosed to Recipient by Discloser or its agents or employees in any manner, whether orally, visually, or in tangible form (including, without limitation, documents, devices, and computer readable media) and all copies thereof, whether created by Discloser or Recipient.
2. Nondisclosure. Except as expressly permitted herein, Recipient shall not disclose Discloser’s Confidential Information and shall prevent the disclosure of such information by Recipient’s employees.
3. Restricted Use. Recipient shall use Discloser’s Confidential Information solely for the purpose (the “Permitted Purpose”) specified at the end of this Agreement.
4. Need to Know. Recipient shall disclose Discloser’s Confidential Information only to those of its employees who have a need to know such information for the Permitted Purpose. Recipient shall require all employees who have access to all or part of Discloser’s Confidential Information to execute a confidentiality agreement limiting their use of such information to the Permitted Purpose and prohibited them from disclosing such information to third parties. Recipient shall be responsible for any breach of this Agreement by its employee(s), agent(s), consultant(s) or retainer(s).
5. Information from Other Sources. Discloser’s Confidential Information shall not include any information that the Recipient can demonstrate:
5a. Was in Recipient’s possession prior to disclosure by Discloser hereunder;
5b. Was generally known, in the trade or business in which it is practiced by Discloser, at the time of disclosure to Recipient hereunder, or becomes generally known after such disclosure through no act of Recipient or its employees or agents; or
5c. Has come into the possession of Recipient from a third party who is under no obligation to Disclosure to maintain the confidentiality of such information.
If a particular portion or aspect of Discloser’s Confidential Information becomes subject to any of the foregoing exceptions, all other portions or aspects of such information shall remain subject to this Agreement.
6. Restrictions On Copying. Recipient shall keep a record of the location of the Confidential Information. Recipient agrees not to reproduce or copy by any means all or any part of Discloser’s Confidential Information without Discloser’s prior written permission in each case, except as reasonably required to accomplish the Permitted Purpose. Within 10 days after Discloser’s request at any time, or at the termination of this Agreement, Recipient shall return to Discloser or destroy, at Discloser’s option, all tangible materials that disclose or embody Discloser’s Confidential Information.
7. Proprietary Rights Legend. Recipient shall not remove any proprietary rights legend from, and shall, upon Discloser’s reasonable request, add a proprietary rights legend to, materials disclosing or embodying Discloser’s Confidential Information.
8. Legal Process. In the event that Recipient is ordered to disclose Discloser’s Confidential Information pursuant to a judicial or governmental request or order, Recipient shall immediately, and prior to complying therewith, notify Discloser and take reasonable steps to assist Discloser in contesting such request, requirement or order or otherwise protecting Discloser’s rights. Recipient may not disclose any of Discloser’s Confidential Information in response to any law, rule, regulation, including disclosure rules or the Securities and Exchange Commission, without Discloser’s prior written consent in each case or after contest of any order as set forth above.
9. Specific Performance Enforcement. The parties acknowledge that (a) it will be impossible to measure the damages that would be suffered by Discloser if Recipient fails to comply with this Agreement and (b) in the event of any such failure, Discloser will not have an adequate remedy at law. Discloser shall be entitled in addition to any other rights and remedies, to obtain specific performance of Recipients obligations hereunder and to obtain immediate injunctive relief without having to post a bond. Recipient shall not urge, as a defense to any proceeding for such specific performance of injunctive relief, that Discloser has an adequate remedy at law. The prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees, incurred in connection with any legal action arising out of this Agreement.
10. General. This Agreement and all actions related hereto shall be governed by the laws (other than the conflicts of law rules) of the state of Massachusetts without regard to its choice of law provisions. The rights and obligations herein shall bind the parties, their legal representatives, successors, heirs and assigns. This Agreement expresses the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and current agreements and understandings (whether written or oral) pertaining to the subject matter hereof. Any modifications or changes to this Agreement shall be in writing and signed by both parties.
11. Authorized Representative. By execution, the undersigned agrees to be legally bound, and is duly authorized to execute this document and bind the recipient to its terms.
12. Solicitation of Employees. The Recipient agrees not to solicit or hire employees of Discloser for a period of one year following the effective date of this agreement.