Non-Disclosure of Information Agreement (for the purpose of Access to Confidential Information by a “Telecor Dealer” Employee)
Including access Information to be granted by electronic means including access via a password to Telecor On-Line Web based document delivery service (Resource Center Access Site – RAS)
This document states the terms and conditions upon which Telecor Inc. offers to make available Proprietary or Confidential Information (“information”). BY ACCEPTING THIS NON_DISCLOSURE OF INFORMATION AGREEMENT, YOU ARE AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT AND CONTACT TELECOR INC.
The information as supplied by Telecor is for use only under the terms of this agreement, and Telecor reserves all right not expressly granted to you.
This Non-Disclosure of Information Agreement (“Agreement”), is made between Telecor, Inc. doing business at 6205 Kestrel Road, Mississauga, Ontario, Canada L5T 2A1 (“Telecor”), and you ( “recipient”), as an individual and as a representative of your company, as identified by the account information provide when accessing this Agreement, and for the sole purpose of supporting Telecor Products, or supporting Telecor sales efforts. In consideration thereof and of the mutual benefits flowing to each party from said information, the following is agreed:
Provisions of Agreement:
Agreement by and between Telecor Inc., a corporation of the Province of Ontario having a place of business in Mississauga, Ontario, Canada ( herein referred to as “Telecor”) and you (herein referred to as the ”Recipient”).
Whereas, Telecor has developed and owns intellectual property including but not limited to product documentation, technical details, drawings, instructions, software, firmware, competitive analysis, and any other certain Proprietary and/or Confidential Information, relating to its business, products and technology and know-how.
Whereas, the Recipient desires to receive Proprietary and Confidential Information in various forms, including but not limited to Telecor products (software or hardware), emails, email attachments, software binary code, drawings, manuals, business plans, marketing plans, research, services, inventions, processes, engineering, or finances, whether disclosed in writing, electronically, or orally or by inspection of parts or equipment, for the purpose of implementation, programming, installing, or planning the use of, deployment, or the service of Telecor Products.
Whereas, the Recipient acknowledges that it has no rights or interest in the Proprietary and Confidential Information of Telecor.
Whereas, subject to the terms and conditions hereof, Telecor is willing to provide Proprietary and Confidential Information to the Recipient electronically, via Telecor’s Confidential Resource Center Web Site in the form of passwords, software registration codes, viewable and printable documentation, and downloadable software code. Now, therefore, the parties hereto agree as follows:
- All information conveyed between the parties is considered and designated to be Proprietary and Confidential Information unless specifically noted as non-proprietary information, or information specifically designated as non-Proprietary and non-Confidential, and specifically released from Proprietary and Confidential designation, in writing by Telecor.
- The Recipient of Confidential Information agrees not to disclose Confidential Information, to any person or entity except as provisioned in 5, 6, & 7.
- The Recipient of Confidential Information agrees not to disclose any passwords related to Telecor online web based entities including but not limited to the Telecor Resource Center Site (DAS), or Telecor Web Store, or registration information used for the purpose of the installation of Telecor software to any person or entity, including disclosure to other persons or entities within the Recipients organization, including other employees.
- The Recipient agrees not to use Confidential Information for its own use or for any purpose except as set forth herein.
- The Recipient shall hold in confidence, without disclosure to others, any person or entity, all Proprietary and Confidential Information (including the information content thereof received from Telecor) and shall use such Proprietary and Confidential Information only for that purpose set forth above for which Telecor assumes no responsibility. Disclosure within a Recipient’s organization shall be limited to employees of the same organization or entities as the Recipient, who has bona fide needs to know such information relative to such a purpose.
- In disclosing any Proprietary or Confidential Information to any of a recipients company’s or organization’s employees, or any other persons, whatever the method, the Recipient shall be financially responsible and liable for any damages suffered by Telecor with respect to the public or private disclosure of any information to any other parties through either private or public transmittal, including accidental transmittal.
- Sub-contractors are not considered employees for the purpose of disclosing Proprietary and Confidential Information. Telecor must authorize in writing the disclosure of Proprietary and Confidential Information to specific Sub-contractors. This in no way implies that Proprietary and Confidential Information has been designated as non-Proprietary and non-Confidential Information, nor that the Recipient has been authorized in any way by Telecor to disclose said information to any other person or entity other than the specific Sub-contractor.
- The obligations of provision 1, 2, 4, 5, 6, 7 and 8 hereof shall terminate with respect to any particular element of the Confidential Information when, with respect to that particular element: (a) the Recipient can document that: (i) that element was in the public domain at the time of communication thereof to the recipient; or (ii) that element entered the public domain through no action or omission of the Recipient subsequent to the time of communication thereof to the recipient; or (b) the Recipient is required to disclose Confidential Information by operation of law or by an instrumentality of government, including, but not limited to any court, tribunal or administrative agency; provided, however, that prior to any such disclosure, Telecor is notified of such requirement by certified mail/return receipt requested prior to the disclosure and is given an opportunity, when feasible, to contest such disclosure at its own expense; or (c) Telecor consents to disclosure in writing.
- All Information disclosed under this Agreement shall remain the property of Telecor and nothing contained herein shall be construed as giving the Recipient any license or rights with respect to any information or materials which may be disclosed. The Recipient agrees to return to Telecor promptly at Telecor’s request all Confidential Information along with all copies made thereof and all documents or things containing any portion of any Confidential Information. Additionally, the Recipient agrees to destroy all copies of Confidential Information, electronic or otherwise, at Telecor’s request.
- The Recipient agrees that Telecor shall be entitled, without warning, revoke or invalidate any Telecor Password for any Telecor online web based entity including but not limited to the Telecor Resource Center Site (DAS), and agrees to hold Telecor harmless, in such an event. The Recipient agrees that as a result of Telecor issuing a password to access Telecor Information via any on-line or web based entity or technology, Telecor does not grant any rights, warrantee, and assumes no obligations to continue to provide access to Confidential information for any period of time, and the Recipient agrees to hold Telecor harmless, for any refusal, or inability to access Telecor Information in the future. Furthermore the Recipient agrees that Telecor is not liable for any damages related to the access or inability to access Telecor Information whatever the cause.
- This Agreement shall be construed in accordance with the laws of the Province of Ontario in the Country of Canada, applicable to contracts entered into and to be performed within Ontario. The parties acknowledge that the remedy at law for breach of the obligations under this Agreement will be inadequate and, therefore, the parties agree that Telecor shall be entitled to equitable relief in the event of breach by the Recipient. In the event that an action is brought with regard to this Agreement, in addition to such other relief as may be awarded, the prevailing party will be awarded costs of litigation, including but not limited to reasonable legal fees, reasonable costs for expert and other witnesses, and out-of-pocket costs incurred in connection with such proceeding. This provision does not constitute a waiver or modification of any criminal statute related to the protection of trade secrets.
- The Recipient shall promptly notify Telecor in writing of any unauthorized disclosure or use of Confidential Information.
- Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
- Except as set forth in provision 8(b), any notice or other communication required or permitted under this Agreement shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile transmission or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, telegraphed, telexed, sent by facsimile transmission or, if mailed, four days after the date of deposit in the United States mails, as follows:
Telecor Inc., Attn: President, 6205 Kestrel Road, Mississauga, Ontario L5T 2A1 or by fax 905-564-0806.
This Agreement contains the entire understanding of the parties hereto regarding the disclosure and management of the parties’ confidential information and supersedes all prior understandings, arrangements and agreements, whether oral or written, between those parties respecting the disclosure and management of the parties’ Confidential Information.