Confidentiality Obligations. Recipient agrees that Confidential Information shall be used only during the Term and only for the Purpose. Confidential Information shall not be used, in whole or in part, for any commercial purpose. Recipient shall keep Confidential Information confidential and secure, protect it from unauthorized use, reproduction, access and damage or destruction and employ the same degree of care as it would prudently employ to protect its own confidential and proprietary information.
Recipient shall limit disclosure of Confidential Information only to its Representatives who necessarily require access to such Confidential Information to achieve the Purpose, provided that (a) Recipient first require each of them to agree in writing, either as a condition of their service to Recipient or in order to obtain Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Agreement, and (b) the Recipient shall maintain a record of Confidential Information disclosed to the Representatives and such record shall contain the name, designation of the Representatives and the extent of Confidential Information disclosed to the Representatives and such record shall be made available to the Discloser upon request. Notwithstanding the same, Recipient shall, under all circumstances, continue to be liable as a principal party and undertakes to fully indemnify Discloser and its Affiliates from and against all liability, actions, claims, losses, damages, judgments, costs and expenses, including attorney's fees, suffered or incurred by Discloser and/or its Affiliates resulting from breach of this Agreement by Recipient and/or its Representatives. For clarity the business model of the Company shall always be considered a Trade Secret and a Confidential Information.
In the event Recipient becomes legally compelled by government or judicial process to disclose any Confidential Information, Recipient will provide prompt prior written notice thereof to Discloser before making any disclosures to enable Discloser to seek protective order or other appropriate remedy to minimize disclosure and Recipient shall disclose only such portion of Confidential Information necessary in the opinion of its legal counsel to comply with the process.
All Confidential Information is provided “AS IS”, without any warranty, express, implied or otherwise, regarding its accuracy, reliability, or completeness, save as may be subsequently agreed in any final signed agreement(s) between the Parties. In no event shall Discloser be liable for disclosure of Confidential Information under this Agreement, if this does not exclude liability for fraudulent misrepresentation.
Return Of Confidential Information. Upon the first written request of Discloser at any time or immediately upon expiry or earlier termination of the Agreement, Recipient shall promptly and not later than seven (7) days return or cause its Representatives to return all Confidential Information received from the Discloser, including all physical embodiments thereof, by registered mail/courier of international repute, and/or destroy such Confidential Information as per the directions and instructions of Discloser and provide written certification of destruction to Discloser. Thereafter all limited rights of disclosure and use of Confidential Information in terms hereof will cease with immediate effect.
Ownership And Intellectual Property Rights. All rights, title and interest, including Intellectual Property Rights, in Confidential Information shall absolutely and exclusively belong to Discloser. This Agreement does not authorize either Party to use the other Party's Confidential Information for development, experimentation, optimization, making derivatives, improvements, patent applications or product registration. Nothing contained herein nor any disclosure of Confidential Information shall operate to and/or be deemed to confer, by implication or otherwise, any right, title, licenses, or interest in Confidential Information unto the Recipient.
Non-Competition. The Service Provider acknowledge and agrees that during the Term of this Agreement and the business discussions between the Parties, Company might provide to or introduce the Service Provider to many of the Company’s Customers, Prospective Customers, Trade Secrets, and Confidential information. The Service Provider acknowledges and agrees that the covenants in this section are reasonable and necessary to protect the Company’s legitimate business interests and its Customer, Prospective Customers, and/or business relationships, Trade Secrets, and Confidential Information. The Service Provider agrees to faithfully perform the duties assigned to the Service Provider by Company and further agrees not to engage in any other employment or business activity or discussions with any of the Customers or Prospective Customers of the Company during the Term and the term of survival of the obligation contained herein, in a manner that might interfere with the Service Provider’s full-time performance of its duties for Company or cause a conflict of interest. The Service Provider further agrees that any activity by the Service Provider or its Representatives that is in contrary to the terms of this Agreement may breach this Agreement and will cause the Company great, immediate, and irreparable harm
The Service Provider undertakes that during the term of its association with Company and for thirty six (36) months after the termination thereof, regardless of the reason for the termination, the Service Provider will not and shall ensure that any of its Affiliates will not, directly or indirectly, solicit or attempt to solicit any business from any of the Company’s Customers, Prospective Customers, or any other vendors or business partners with whom the Service Provider had a business relationship during the term of the Service Provider’s association with Company, provided that such business relationship was introduced, negotiated or referred through any direct or indirect influence of Company.
Non-Solicitation. Service Provider undertakes that he shall not, during the Term of this Agreement and for twelve (12) months thereafter, on Service Provider’s own behalf or on behalf of someone else, directly or indirectly, entice, solicit, induce, recruit, encourage or take away or try to solicit, induce, recruit, encourage or take away individuals, who at the time of Service Provider’s termination have been working as employees, Service Provider’s or independent contractors of Company or have worked as employees or Service Provider’s or independent contractors during a period of one (1) year before Service Provider’s termination, to terminate their employments or assignments with Company. Company shall be entitled, in addition to all other remedies that it may have, to damages associated with recruiting costs and training costs for replacing Company’s employee, if Service Provider breaches, or intends to breach this obligation. The purpose of this language is to protect these individuals as defined herein from being poached by another business. The term “solicits” or “induce” shall have application which the initial contact was made by or on behalf of the individual or by the Service Provider. Service Provider acknowledges that it would be difficult to measure any damages caused to Company which might result from any breach of this Agreement, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, Service Provider agrees that if Service Provider breaches, or proposes to breach, any portion of this Agreement, Company shall be entitled, in addition to all other remedies that it may have, to an injunction and/or specific performance and/or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to Company. In addition, Company shall also be entitled to all reasonable attorney fees and costs incurred in seeking enforcement of this Agreement, regardless of whether suit or other legal or equitable remedy is commenced.
Ownership and Use of Artwork. (a) Ownership of Work. Reiterates that the Company is the owner of the copyright in the Artwork, and that no transfer of that ownership is taking place under this Agreement. Limitation on Actions. States that the service provider will not challenge the company copyright and ownership or help a third party make a challenge against them.