For the purpose of furthering a potential collaborative relationship between them, ABC and FSAT participants have determined to establish terms governing the use and protection of certain Confidential Information ABC (“Disclosing Party”) may disclose to the other Party FSAT (“Recipient’).
NOW, THEREFORE, the Parties agree as follows:
- “Confidential Information” means all information both tangible and intangible of a Disclosing Party which relates, respectively, to the above identified subject matter, including, but not limited to, test questions, business and technical information and data, disclosed orally, visually, in writing, electronic media or by any other means.
- With respect to any tangible information sought by Disclosing Party to be Confidential Information, Disclosing Party shall mark such information as “Confidential” prior to disclosing it to Receiving Party.
- With respect to any oral or visual communication or other intangible information, which is deemed by the Disclosing Party to be Confidential Information, Disclosing Party shall notify Recipient of such fact and within fifteen (15) days thereafter Disclosing Party shall send Recipient a written memorandum outlining the information deemed to be Confidential Information. Such memorandum shall be marked “Confident.”
In consideration of ABC ("the Discloser") disclosing any Confidential Information of which it is the possessor to the other party FSAT ("the Recipient"), it is agreed as follows:
- Test questions are the exclusive property of the American Board of Criminalistics (“ABC”). The test questions are unique and valuable assets of ABC. Inappropriate dissemination of test questions undermines the value of ABC examinations and credentialing.
- Questions are disclosed to FSAT and authorized representatives for the sole purpose of specific use of test questions in collaboration effort.
- The undersigned hereby agrees not to disclose and keep confidential items on and information about the ABC examinations without prior express permission in writing from ABC.
- Disclosure without permission of the ABC subjects the discloser of the information to civil liability. Because inappropriate disclosure creates an irreparable harm for which monetary damages alone is not an adequate remedy, therefore, in the event of a breach or threatened breach of confidentiality and/or of this agreement, ABC shall be entitled to an injunction prohibiting any such breach or to specific performance or other equitable relief as a remedy available. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
- The ABC is incorporated in the State of New York which will be the venue for legal actions. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
- If the Recipient employs staff, it shall restrict disclosure of Confidential Information only to those of its employees who need to know for the purposes specified in the Third Schedule and who are bound by equivalent obligations as to confidentiality.
- The Recipient will at the request of the Discloser promptly return all the Confidential Information and copies to Discloser and immediately cease using the same.