Asociados integrados de SiteMinder

IT IS AGREED

1. CONFIDENTIAL INFORMATION

Confidential Information means the following information of the Discloser and its related bodies corporate:

• oral communications, written documents or other information (including but not limited to drawings, concepts, models, methodologies, samples, photographs, data, reports, manuals, brochures, business plans, processes and operations, technology, systems, software codes and designs, algorithms, inventions, trade secrets, intellectual property, know-how, historical, current and forecast financial information, and lists or information relating to customers or suppliers, employees, contractors or advisors of the Discloser);
• information treated by the Discloser as confidential or which the Recipient ought reasonably to know is confidential (whether disclosed or discovered before or after this Agreement is executed);
• the fact that Confidential Information may be or has been provided by the Discloser to the Recipient;
• the fact that the Recipient may be, or has been, participating in discussions and/or has withdrawn from discussions with the Discloser or the substance of those discussions;
• those parts of notes and other records based on, derived from or containing, information referred to in this definition and copies of such information, notes and other records; and
• the terms of this Agreement (including the identity of the parties).

2. NON-DISCLOSURE

1. The Recipient must:
   • keep Confidential Information secret, confidential and within its possession, custody and control;
   • not make Confidential Information public or disclose it to any person without the prior written consent of the Discloser, or otherwise as expressly permitted under this Agreement;
   • only use the Confidential Information for the Purpose;
   • establish and maintain effective security measures not less than those it uses to maintain the security of its own confidential information, to safeguard the Confidential Information from unauthorised access, disclosure and use; and
   • immediately give the Discloser notice of, take steps to prevent or stop, and cooperate with the Discloser in relation to, any suspected or actual unauthorised use, storage, copying, release or disclosure of Confidential Information, or a breach of this Agreement.
2. The Recipient must not reproduce, publicly display, distribute, or create derivative works from any Confidential Information, nor reverse engineer, disassemble or decompile any prototypes, software or other tangible works or objects that embody the Confidential Information.

3. EXCEPTIONS

1. The Recipient may disclose Confidential Information to its directors, officers, employees, contractors and advisors (Representatives) on a need to know basis who are governed by similar obligations of confidence, provided the Recipient shall be liable for any breach of this Agreement by its Representatives.
2. The obligations under clauses 2 and 6 shall not apply to Confidential Information which (whether before or after execution of this Agreement):
   • was publicly known and made generally available in the public domain prior to the time of disclosure or becomes publicly known and made generally available other than through a breach of this Agreement;
   • is already in the possession of the Recipient at the time of disclosure as shown by the Recipient's files and records immediately prior to the disclosure;
   • is received by the Recipient from a third party lawfully in possession of such information and without breach of the third party's obligations of confidentiality; or
   • is independently developed by the Recipient without use or reference to the Confidential Information, as shown by documents and other competent evidence in the Recipient's possession.
3. The Recipient may disclose Confidential Information if required to do so by a government agency or any law or court order, or the rules of any applicable securities exchange or any financial market, provided it is lawful and practical to do so, after first giving notice to the Discloser and after taking all practicable steps to cooperate with the Discloser to prevent the disclosure to the maximum extent permitted by law.

4. RIGHTS AND REMEDIES

1. Confidential Information is the exclusive property of the Discloser and this Agreement does not transfer any interest in pre-existing intellectual property rights (including patents, copyright, rights in circuit layouts, registered designs, trademarks, business names, moral rights, know-how, any right to have confidential information kept confidential, and any application or right to apply for registration of any of those rights) or any other interest in Confidential Information to the Recipient.
2. The parties acknowledge and agree that Confidential Information is, by virtue of its special nature, valuable property of the Discloser and that monetary damages may not be a sufficient remedy for any use or disclosure of Confidential Information in breach of this Agreement. Each party may, without waiving any other rights or remedies, seek injunctive or equitable relief, if there is a suspected or actual breach of this Agreement or an obligation of confidentiality thereunder.

5. ACCURACY AND COMPLETENESS

1. Neither the Discloser nor any its Representatives:
   • makes any representation or warranty as to the accuracy, completeness or currency of the Confidential Information, or that such information has been audited, verified or prepared with reasonable care; and
   • is liable, and the Recipient covenants not to make any claim or commence or pursue proceedings against any of them, for loss of any kind arising from an error, inaccuracy, incompleteness or similar defect in the Confidential Information or any default, negligence or lack of care in relation to the preparation or provision of the Confidential Information (unless liability cannot by law be excluded).
2. Any reliance by the Recipient on, or use of, any Confidential Information is solely at its own risk.

6. RETURN OF CONFIDENTIAL INFORMATION

1. All Confidential Information (including copies) remains the property of the Discloser and must be returned to the extent practicable, or destroyed, upon the Discloser's written request.
2. The obligations in this clause will not apply to the extent that Confidential Information:
   • is contained in internal credit or management documents;
   • must be retained to comply with law or requirements of a government agency; or
   • must be retained by a professional adviser in order to comply with either applicable professional standards or indemnity insurance requirements.

7. TERM

This Agreement survives:

• for 2 years from the date of execution by both parties; or
• while the parties are exploring the Purpose, whichever is longer.

8. GENERAL

1. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
2. Each party represent and warrants that is had full power and authority to execute this Agreement.
3. The electronic transmission of an executed copy of this Agreement will be deemed proof of signature of the original and the signed copy so transmitted will be deemed the original.
4. Neither party may attempt to, or assign, charge or deal with any its rights and obligations under this Agreement, without the prior written consent of the other party.
5. This Agreement may not be varied, amended or modified unless in writing and signed by both parties.
6. This Agreement shall be governed by the laws of the New South Wales, Australia. Each party irrevocably submits to the nonexclusive jurisdiction of the courts of New South Wales, Australia.