NON-DISCLOSURE AGREEMENT
Consenso Global - Serviços de Tradução, Lda., with single corporate tax (VAT No.) and registration No. 504 995 618, with its head office at Avenida Tenente Valadim 17, 2F 2560-275 Torres Vedras, Portugal, registered in the Commercial Registry of Torres Vedras, certified according to ISO 9001 and ISO 17100, represented herein by Pedro Miguel Ribeiro Santos, its Managing Director, hereinafter referred to as Consenso Global,
AND
the freelancer submitting the above data hereinafter referred to as the Second Party,
Whereas:
A. Consenso Global is a language service provider.
B. In the course of its activity, confidential documents and information are supplied to Consenso Global by clients and partners, which should be handled with care, as their disclosure is not allowed.
For the purpose of this Agreement, the terms below shall have the following meaning:
“Information” – any document supplied to Consenso Global by a client for translation or any supporting document supplied by a client for the document to be translated, or which Consenso Global in some way has access to in the exercise of its activity; any internal information concerning the activity of the operation of Consenso Global or any company it owns a stake in; information regarding concepts, techniques, processes, operating and organisational procedures, projects, information regarding operations, costs, management philosophy, client lists, accounts, operations, business, products, strategies and other information concerning Consenso Global; and copies, reproductions, reprints, summaries, extracts or translations or other, which are the property or knowledge of Consenso Global, or which in some way it has access to, whether by reports, documents or any means of publication.
“Second Party” – includes without limitation, any partner or shareholder, director or manager, employee, consultant of the Second Party and any third parties, which on its behalf or because of the relationship with the Second Party, has knowledge of the Information.
In view of the facts set out in the above recitals which were decisive in defining the parties' will to conclude this agreement, this confidentiality agreement is made freely and in good faith and shall be governed by the following terms and conditions:
Clause 1
1. By this Agreement the Second Party undertakes, on behalf of its partners or shareholders, directors or managers, employees, consultants and any third parties who on its behalf or because of the relationship with the Second Party have knowledge of the Information, not to disclose in any manner the Information of the First Party, nor transfer, disclose, reproduce (for purposes other than the performance of the work for Consenso Global) or discuss the Information with third parties, directly or indirectly for whatever purpose, without Consenso Global's prior written consent.
2. The Second Party will not publish any information about its work for Consenso Global on social media (for example LinkedIn, Facebook, etc...) or any other public platform.
3. The Second Party will undertake all possible measures to keep the data out of reach of third parties which means, among others, that when working with data provided by Consenso Global, the Second Party will:
- always use a secure data connection (never use an open Wi-Fi)
- always lock the computer with a password when left unattended
- never work in public places where other people might have access to the screen and data
- use an updated antivirus
4. The use of public automated translation engines and the connection to them while using a CAT tool is strictly forbidden unless you receive specific instructions or authorization for a specific project by the project manager.
5. For the purposes of the previous paragraph, the Second Party undertakes to ensure the explicit acceptance of its partners or shareholders, directors or managers, employees, consultants and any other third parties, of the terms of this Agreement, and the Second Party shall always be liable to Consenso Global for the compliance with the obligations of this Agreement.
6. If despite all the precautions taken, data got stolen or lost and an unauthorized person had access to them, the Second Party will inform Consenso Global immediately.
7. Information in the public domain, which is understood to be information disclosed in newspapers, on the radio, television or the internet, or in any other medium to which any person has free access to, is not covered by the provisions in the preceding paragraphs.
Clause 2
By this Agreement, the Second Party also agrees to return any Information or information-carrying media, as well as the respective copies and undertakes to delete and remove the Information from any computer or technological system, at the end of the contractual relationship which formed the basis of the application of this Agreement.
Clause 3
This Agreement shall remain valid as long as any contractual relationship between the Parties is maintained and shall remain in force for 5 (five) years after the expiry of this relationship.
Clause 4
1. In the event of a breach of this Agreement, the Second Party shall be required to pay a monetary compensation in accordance with the value of the damages and losses caused.
2. In the event of a breach of this Agreement, the Second Party shall be personally liable for all the damages suffered by Consenso Global, without prejudice to any possible criminal liability.
Clause 5
Any amendments to this Agreement shall only be valid provided that they are made in writing and signed by both parties, with the express mention of each of the clauses deleted and the new wording of each of the clauses added or changed.
Clause 6
The Parties elect the District Court of Torres Vedras to settle any dispute arising out of this Agreement, to the exclusion of any other.