A. The following constitutes the applicable Party’s “Confidential Information”: the signed agreement together with the Schedules attached hereto; any computer software or other technical information, technology, research, design, idea, process, procedure, or improvement, or any portion or phase thereof; information relating to any of the other Party’s current or proposed products, services, methods, businesses or business plans, marketing, pricing, distribution and other business strategies; lists of, or any other information relating to, any of the other Party’s customers, suppliers, dealers, agents or employees and such Party’s relationship therewith; the Material and Documentation and any financial information relating to any of the foregoing.
All disclosures of Confidential Information by one Party to the other are made solely on a confidential basis and as trade secrets. Accordingly, each Party shall maintain the confidentiality of all Confidential Information during the Initial Term and any Renewal Term and at all times thereafter, irrespective of the manner or method in which it is terminated.
B. Each Party shall:
- Not disclose any Confidential Information to any person except to its employees or authorized agents who have a “need to know” to enable the Party to fulfill its obligations hereunder, except with the other Party’s specific prior written authorization;
- Advise each such employee or agent before he or she receives direct or indirect access to such Confidential Information of the obligations of the Party under the signed Agreement, and ensure that each such person to whom Confidential Information is thus disclosed enters or has entered or is otherwise bound by a written confidentiality agreement which extends the Party’s obligations hereunder to such person;
- Take strict precautions, at a minimum those as the Party affords its own most secret or highly confidential information, to safeguard and protect from direct or indirect disclosure to any other person all Confidential Information disclosed to it by the other Party, or otherwise received by it; and Immediately return to the other Party or, upon the other Party’s written request destroy, all tangible materials concerning Confidential Information, including, but not limited, to memoranda, notes, reports, agreements, documents, drawings, hardware, disks and tapes, as well as all copies or extracts thereof, whether such material was made or compiled by the receiving Party or furnished by the disclosing Party.
- The foregoing obligations shall not apply to Confidential Information:
- That becomes publicly known through no act of the receiving Party contrary to the signed Agreement;
- That is received in good faith by a Party from a third party having legitimate possession of the information disclosed and the right to make such disclosure;
- That was in the receiving Party’s legitimate possession prior to disclosure hereunder;
- That is approved for disclosure by express written approval of the disclosing Party; or
- That is disclosed pursuant to a legal requirement.
- Disclosure of any information at the request of Courts or Tribunals
- Information referring to economic data or any other kind that must be submitted to the State, local or autonomous authorities due to tax or labor requirements and administrative contracts.
C. Neither Party shall disclose the existence or the contents of the signed Agreement to any third party or use it for publicity purposes without the prior written consent of the other, unless such disclosure is required by law. HL GROUP has the CLIENT’s consent to use its name in serial listings of HL GROUP’s CLIENTs. Specific written authorization must be obtained from the CLIENT to use its name for any other purpose.
D. The parties acknowledge that certain personal information of the CLIENT’s employees (and any other persons associated with the CLIENT who will be traveling pursuant to the Services being provided herein) will be collected, held and used by HL GROUP for the purposes of providing the Services. The CLIENT confirms that it has obtained or will obtain the consent of such employees and persons for the collection, holding and use of such personal information by HL GROUP for the purpose of enabling HL GROUP to provide the Services. HL GROUP shall take all appropriate technical and organizational measures to prevent unauthorized or unlawful processing, unwarranted disclosure, or accidental loss, destruction of, or damage to, such personal information.
E. The CLIENT undertakes to fulfil these confidentiality commitments from the date which the agreement is signed and to continue to do so whether the relationship between the parties is in force or not.
F. Should the CLIENT or any of its employees, agents, suppliers or representatives conceive any invention, innovation, discovery, computer program, process, technique or the like, as a result of observing or having access to the Confidential Information, the CLIENT agrees to assign or to have assigned, said invention, innovation, discovery, computer program, technique or the like, to HL GROUP.