TERMS

AND

CONDITIONS

1.1. Affiliate(s) – with respect to either Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party.

1.2. Confidential Information – all nonpublic information (whether verbal, electronic or written) concerning the Relationship disclosed by the Disclosing Party to the Receiving Party: (i) that is designated as confidential or (ii) that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation:

(a) Nonpublic information relating to the Disclosing Party’s business (including, without limitations, trade secrets; intellectual property; know-how; source code; data (including personal data); information about Disclosing Party’s clients, Personnel, partners, business plans and methods, promotional and marketing activities, products, services, technology, software; information contained in the databases; financial information; other information relating to the Disclosing Party’s business);

(b) Information generated by either Party based on the Disclosing Party’s Confidential Information;

(c) Third-party information that the Disclosing Party is obliged to keep confidential, and

(d) The nature, content and existence of a Relationship, discussion or negotiations between the Parties.

Confidential information shall be regarded confidential irrespective of whether it was disclosed before or after conclusion of this Agreement.

Exclusion: Confidential Information shall not include any information that:

(a) Is or becomes publicly available without breach of this Agreement;

(b) Was known by the Receiving Party prior to its receipt from the Disclosing Party;

(c) Is disclosed to the Receiving Party from any third party, except where the Receiving Party knows, or reasonably should know, that such disclosure constitutes a wrongful tortious act, or

(d) Is independently developed by the Receiving Party without use of any Confidential Information.

1.3. Disclosing Party – the Party (including its Personnel) disclosing Confidential Information to the other Receiving Party.

1.4. Personnel – Party’s owners, representatives, officers, employees, contractors, legal and accounting advisers, and Affiliates.

1.5. Receiving Party – the Party (including its Personnel) receiving Confidential Information from Disclosing Party.

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USE AND DISCLOSURE OF CONFIDENTIAL INFORMATION

2.1. The Receiving Party may use Confidential Information only in connection with the Relationship.

2.2. The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information.

2.3. The Receiving Party shall restrict use, knowledge and possession of Confidential Information to its Personnel, who:

(a) have a need to know Confidential Information in connection with the Relationship;

(b) are informed of the confidential nature of the Confidential Information, and

(c) have undertaken in writing obligations with respect to Confidential Information that are consistent with this Agreement.

2.4. The Receiving Party may disclose Confidential Information received from the Disclosing Party:

2.4.1. if the Disclosing Party gave its prior written consent to such disclosure;

2.4.2. if the disclosure of Confidential Information is required by the applicable laws. In this case, the Receiving Party must immediately (but not later than at least 5 (five) business days before the actual disclosure) notify the Disclosing Party in writing of that requirement. The Receiving Party must then:

(a) assist and permit the Disclosing Party to oppose or restrict such disclosure; and

(b) to the extent practicable, make disclosure on terms which will preserve the strictest confidentiality of the Confidential Information.

2.5. Each Party shall ensure that its Personnel complies with this Agreement.

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SECURITY AND CONTROL​

3.1. Receiving Party must establish and maintain appropriate and effective technical and organizational measures to ensure security, confidentiality and integrity of the Confidential Information to safeguard the Disclosing Party’s Confidential Information from unauthorized access, use, disclosure or alteration.

3.2. Receiving Party must provide such assistance as may reasonably be requested by the Disclosing Party in relation to any proceedings which the Disclosing Party may take against any person for unauthorized disclosure or use of the Disclosing Party’s confidential Information.

ACKNOWLEDGEMENT OF OWNERSHIP

4.1. Each Party acknowledges and agrees that all right, title and interest in and to the Confidential Information shall remain the exclusive property of the Disclosing Party and the Receiving Party shall not acquire any interest, license or other right in the Confidential Information.

4.2. The Disclosing Party’s disclosure of Confidential Information will not constitute an express or implied grant to the Receiving Party of any right to or under the Disclosing Party’s patents, copyrights, trade secret, trademarks or other intellectual property right.

4.3. Neither Party will use any trade name, trademark, logo or any other proprietary rights of the other Party (or any of its Affiliates) in any manner without prior written authorization of such use by the other Party.

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RETURN OF CONFIDENTIAL INFORMATION

5.1. Subject to compliance with applicable laws, the Receiving Party must immediately upon written request from the Disclosing Party:

(a) return the Confidential Information to the Disclosing Party; and/or

(b) destroy the Confidential Information of the Disclosing Party.

5.2. Obligation to destroy and/or return the Confidential information includes returning and/or destroying (as appropriate) of all tangible materials or portions thereof constituting Confidential Information (including, without limitations, all summaries, copies and excerpts of Confidential Information).

5.3. The Receiving Party shall provide a written certification to the Disclosing Party that the Receiving Party has fully complied with its obligations under this Section 5.

5.4. The return or destruction of the Confidential Information does not release the Receiving Party from the obligations under this Agreement.

TERMS

AND

CONDITIONS