1. Disclosure of Confidential Information
SATIGO or the Company/Individual may disclose to the other, either orally or in any recorded medium, information comprising or relating to: techniques; schematics; designs; contracts; financial information; sales and marketing plans; business plans; clients; client data; business affairs; operations; strategies; inventions; methodologies; technologies; employees; subcontractors; pricing; service proposals; methods of operations; procedures; products and/or services ("Confidential Information”). Confidential Information shall include only that information furnished, disclosed or transmitted that is (a) marked as being "confidential" or “proprietary”, or (b) if orally disclosed, such information must be subsequently identified in writing by the Disclosing Party and identified as “Confidential Information.”
2. Confidentiality
The party disclosing the Confidential Information to the other party shall be referred to as the “Disclosing Party” and the party receiving the Confidential Information of the other shall be referred to as the “Receiving Party.” The Receiving Party will use the Confidential Information solely in furtherance of the actual or potential business relationship between the parties. The Receiving Party shall not disclose the Confidential Information to any unauthorised third party and shall take steps to ensure that access to such information is granted only to those of its employees or agents who have a demonstrated need to know such information in order to carry out the business purpose of this Agreement. The Receiving Party will take reasonable measures to maintain the confidentiality of the Confidential Information, but in no event less than the measures it uses for its own information of similar type. The Receiving Party will immediately give notice to the Disclosing Party of any use or disclosure of the Confidential Information that is not authorised by this Agreement. The Receiving Party agrees to reasonably assist the Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information.
The obligations contained in this Section 2 will not apply to the extent that Receiving Party can demonstrate that the Confidential Information: (a) was part of the public domain at the time of disclosure or properly became part of the public domain, by publication or otherwise; (b) was properly in the possession of the Receiving Party at the time of disclosure; (c) was substantially identical to information received from a third party without similar restrictions and without breach of this Agreement; (d) was independently developed by the Receiving Party or its agents without reference to the Confidential Information; or (e) is required to be disclosed by a government agency or by a proper court of competent jurisdiction; provided, however, that Receiving Party will use its best efforts to minimize the disclosure of such information and will consult with and reasonably assist the Disclosing Party in obtaining a protective order prior to such disclosure.
3. Ownership of Materials/No Warranty
Each party shall retain all right, title and interest to such party’s Confidential Information. No license under any trademark, patent or copyright, or application for same, which are now or thereafter may be obtained by such party is either granted or implied by the disclosure of Confidential Information.
Confidential Information is provided “as is” with all faults. In no event shall the disclosing party be liable for the accuracy or completeness of the Confidential Information, except as may be expressly agreed in an agreement for the provision of services by SATIGO to Company/Individual.
4. Term
This Agreement shall terminate three (3) years from the Effective Date, or upon the effective date of any subsequent contract between the parties, so long as such contract has a mutual provision governing confidentiality of information disclosed between the Parties, whichever occurs first. Notwithstanding the termination of this Agreement, the Receiving Party shall maintain its confidentiality obligations for a period of five (5) years from the date of disclosure of Confidential Information under this Agreement.
5. General
a) This Agreement shall be governed by and construed in accordance with the laws of the England without regard to its conflicts of law provisions.
b) SATIGO and the Company/Individual agree that the breach of the provisions of this Agreement by the Receiving Party will cause the Disclosing Party irreparable damage for which recovery of money damages would be inadequate. The Disclosing Party will, therefore, be entitled to obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all remedies available at law.
c) Neither party may assign its rights under this Agreement without the written consent of the other party, provided however that either party may assign this Agreement without any consent to any entity that succeeds to all or substantially all of the business or assets or stock of such party, whether by sale, merger, reorganization, consolidation or otherwise. The parties’ consent to any assignment shall apply only to the given instance, and shall not be deemed a consent to any subsequent act. Subject to the foregoing, this Agreement inures to the benefit of and is binding upon the successors and assignees of the parties hereto.
d) This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties.
e) No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
f) If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the same economic and legal effect as the original provision and the remainder of this Agreement will remain in full force.
g) Third parties whose proprietary information is transmitted pursuant to this Agreement and whose identity is expressly made known by Disclosing Party are intended third party beneficiaries hereof.
h) This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral.