For every project, a Confidentiality Agreement is made and entered, by and between the client, ("Client") and Kleudge, ("Consultant", "Company") (collectively, the "Parties" and each a "Party"). It is understood that Client may furnish certain information to Company for review in connection with Client's services. In addition, it is understood that the Parties may supply one another with certain information concerning their businesses. Any information about either Client or the Consultant (including business plans, products, software, documentation, design specifications, other technical documents and other proprietary rights or information) or that is disclosed under circumstances that a reasonable person would understand such information to be confidential or proprietary shall be deemed to be "Confidential Information" for the purposes of this Confidentiality Agreement; provided, however, that Confidential Information shall not include any information which:
(i) was available to, or in the possession of the other party prior to the time of disclosure,
(ii) is, or becomes generally available to the public other than as a result of a disclosure by the other party,
(iii) is or becomes available to the other party on a non-confidential basis by a third party which is not bound by a confidentiality agreement, or
(iv) is independently developed by recipient without use of discloser's Confidential Information.
The Parties each agree that the Confidential Information shall be indefinitely kept confidential by the receiving party and not disclosed to any third party; provided however, that:
(i) any such Confidential Information may be disclosed to its officers, employees, and agents ("Representatives") for the purpose of review in connection with any possible transaction between the Parties;
(ii) any such Confidential Information may be disclosed to or discussed with any person who is already in possession of the Confidential Information;
(iii) any such Confidential Information may be disclosed in any manner to which the other Party consents in writing; and
(iv) nothing herein shall prevent disclosure of any Confidential Information if, upon the advice of counsel, either party is compelled or required by law, subpoena or regulatory process to disclose such Confidential Information.
If recipient or any of its Representatives become legally compelled (including by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, recipient shall provide discloser with prompt prior written notice of such requirement so that discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, recipient and its Representatives agree to disclose only that portion of the Confidential Information which it or they are advised by opinion of outside counsel is legally required to be disclosed and to take all reasonable steps to preserve the confidentiality of the Confidential Information. In addition, recipient and its Representatives will not oppose any action (and will, if and to the extent requested by discloser, cooperate with, assist and join with discloser, at discloser's expense, in any reasonable action) by discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
Both Parties shall return, upon receipt of the written request of the other Party, any Confidential Information in written form without retaining any copies thereof. Each party agrees to hold the other Party's Confidential Information with the same degree of care as recipient uses to protect its own confidential information but in no event less than reasonable care. Upon discloser's request, recipient and its Representatives will, at recipient's expense, promptly return to discloser or, at discloser's sole option, destroy, all Confidential Information and all copies, extracts or other reproductions in whole or in part thereof. Notwithstanding the return or destruction of the Confidential Information, recipient and its Representatives will continue to be bound by their confidentiality and other obligations hereunder.
Each Party further agrees not to deliberately remove any notice of confidentiality, copyright, trademark, logo, notices of ownership from any originals or copies of Confidential Information; and not to export or re-export such Confidential Information.
Nothing herein shall be construed as obligating either Party to enter into any agreement with the other Party or creating any association, partnership, joint venture or employment relationship between the Parties.
Nothing herein shall restrict a Party from using, disclosing, or disseminating its own Confidential Information in any way or prohibit either Party from developing any products or services independently or with any third party.
No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof.
If any provision of this agreement is found to violate any statute, regulation, rule, order or decree of any governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other provision hereof or the validity of the remainder of this agreement, and such invalid provision shall be deemed deleted herefrom to the minimum extent necessary to cure such violation.
Each Party agrees that money damages would not be a sufficient remedy for any breach of this agreement and that the discloser shall be entitled to, and recipient shall not oppose the granting of, equitable relief, including injunction and specific performance, in the event of any such breach, in addition to all other remedies available to the discloser at law or in equity. Each party further agrees to waive, and to use its best efforts to cause its Representatives and agents to waive, any requirement for the securing or posting of any bond in connection with such remedy.
This agreement supersedes all prior discussions and writings and constitutes the entire agreement between the Parties with respect to the subject matter hereof.
This Confidentiality Agreement shall be governed by and construed in accordance with International laws.
This policy was last updated in January 2010. Any changes made to this policy in the future will be posted on this page and will not affect customers who subscribed or used our services prior to the policy update.