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1.	In this CONFIDENTIALITY AGREEMENT, the term "INFORMATION" means confidential information relating to the SUBJECT  disclosed by TRANSCOM to RECIPIENT in tangible form, such as writings, drawings, photographs, samples, magnetic tapes, electronic or paper files or models (or if disclosed orally, information reduced to tangible form and delivered to RECIPIENT after disclosure by TRANSCOM to RECIPIENT) and which is clearly designated as confidential when disclosed and delivered.

2.	RECIPIENT promises not to use the INFORMATION except for the purpose stated by Transcom, and to retain the INFORMATION in confidence and not to disclose it, or the fact that such INFORMATION has been disclosed, to third parties (other than to companies controlled by, controlling or under common control with RECIPIENT or its external consultants, each of which is bound by a comparable obligation of confidentiality) without the written consent of TRANSCOM. These confidentiality requirements shall not apply, however, to INFORMATION which:

	a)	RECIPIENT already knew, the prior knowledge of which RECIPIENT can document by prior written records; or

	b)	Is or becomes public knowledge other than through RECIPIENT's breach of this promise of confidentiality; or

RECIPIENT will keep in strict confidence any information, data, documents (including but not limited to documents sent to RECIPIENT for the purpose of translation, dictionaries, professional linguistic  material sent by Transcom and agreements with Transcom), methodologies, materials, software, computer programs, trade secrets, manuals, analyses, forms, techniques, research, reports, modifications, improvements, procedures, inventions, personnel records, and price lists obtained by or revealed to RECIPIENT during, or as a result of, the Services (the “Confidential Information”). RECIPIENT shall not reveal, publish or otherwise disclose any Confidential Information to any third party, including (but not limited to) RECIPIENT's clients, translation agencies, other freelance translators and any mass publication without Transcom prior written consent, except: (i) to the extent that such Information is already publicly known through no fault of RECIPIENT  (ii) that such Confidential Information has been independently developed by the RECIPIENT without breach by RECIPIENT of this Agreement (iii) that such Confidential Information has been received by a third party without breach by RECIPIENT of this Agreement (iv) that such disclosure of Confidential Information is required by a governmental authority or by the applicable law. All Confidential Information is and shall be the exclusive property of Transcom or a Transcom Client, as the case may be. Any and all information, data, documents, methodologies, materials, software, computer programs, trade secrets, manuals, analyses, forms, techniques, research, reports, modifications, improvements, procedures, works of authorship, or inventions created, conceived, generated or derived by RECIPIENT as a result of or in connection with the Services (the “Work Product”) shall be deemed to be work made for hire and shall be the exclusive property of Transcom or Transcom's Client, as the case may be.  RECIPIENT shall promptly disclose all Work Product to Transcom. RECIPIENT hereby assigns to Transcom (or to Transcom’s Client if so directed by Transcom) any rights RECIPIENT may have in such Work Product, including all worldwide rights under patent, copyright, and trade secret laws.  RECIPIENT shall not disclose the terms of this Agreement, or the fact that RECIPIENT is performing Services for Transcom or Transcom affiliates or Clients, without Transcom's written permission, which shall not unreasonably be withheld.

3.	Upon the first request of Transcom, RECIPIENT shall promptly deliver to Transcom all copies of all written and tangible information, documents or electronically recorded matter which were, at any time, in the possession of RECIPIENT or under RECIPIENT 's control, as well as all materials, including any copies, photographs, computer disk or other media for information storage and all duplicates thereof, which contain or embody Confidential Information or otherwise relating to Transcom's business, without retaining any copies thereof. The obligations set forth in this Section 3 shall survive termination of RECIPIENT 's engagement with Transcom.
4. 	This CONFIDENTIALITY AGREEMENT does not grant any proprietary rights in the INFORMATION and disclosure does not imply any licence under any patents, trademarks or copyrights.

5.	This CONFIDENTIALITY AGREEMENT does not obligate the parties to enter negotiations nor any subsequent agreement. Any agreement concerning the INFORMATION can only be made in a formal written contract, executed on behalf of each party by an authorised officer or representative.

6.	Non-Disclosure: the RECIPIENT, shall not, either directly or indirectly, disclose to others or use for their or another’s benefit any information, knowledge or data of the Company, including trade secrets or other confidential information whether in written, electronic, or any other form relating to products, processes, know-how, machines, systems, marketing, advertising, operations, designs, drawings, formulas, test data, customers or vendor lists pertaining to any of the business of the Company, or any of the subsidiaries, clients, customers, independent contractors, licensees or affiliates of the Company, except any portion thereof which is: 
(1) Authorized by the Company; (2) Independently developed by or for the RECIPIENT without the benefit of the Company Confidential Information, as evidenced by the RECIPIENT’s written records; (3) is disclosed to the RECIPIENT without restriction after the effective date of this Agreement by a third party having a legal right to make such disclosure;(4) is or becomes part of the public domain through no breach of this agreement by the RECIPIENT; or (5) is required by law or court order or a judicial or administrative agency of competent jurisdiction to be disclosed, to the extent the RECIPIENT’s outside legal counsel advises in a written opinion that disclosure is so required, after maximum practicable notice by the RECIPIENT to the Company, whereafter the Company shall have the opportunity to see a protective or other order, the RECIPIENT shall use their best efforts to limit such disclosure and maintain the confidentiality of such Confidential Information to the extent possible.


7.	RECIPIENT understands that any violation of this Confidentiality Agreement may cause immediate and irreparable harm to Transcom, which monetary damages cannot adequately remedy. Therefore, Transcom may enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that Transcom may have for the breach of this Agreement. If any particular portion of this Agreement shall be adjudicated to be invalid or unenforceable, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, and further agree that such invalid or unenforceable portion shall be deemed to be substituted with a valid and enforceable portion which most closely approximates the intent and economic effect of the invalid portion, such substitution to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. RECIPIENT’s rights and obligations hereunder shall be in addition to RECIPIENT’s obligations towards Transcom pursuant to applicable law.

8.	Receipt of the INFORMATION does not constitute an admission of the novelty or patentability of the INFORMATION.

9.	This CONFIDENTIALITY AGREEMENT shall be interpreted and enforced in accordance with the laws of Israel, regardless of the choice of law principles of that or any other jurisdiction. RECIPIENT expressly consents to the exclusive jurisdiction and venue of the Tel Aviv courts for any lawsuit arising from or relating to this agreement. 

IN WITNESS WHEREOF, RECIPIENT has caused this CONFIDENTIALITY AGREEMENT to be executed by his/her signature in evidence of his/her agreement to the terms hereof.
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