T Tangle Confidential Agreement
T Tangle has created this Confidential Agreement between the Issuer and Submitter intend to disclose to each other Confidential Information relating to the tender issued on the Website.
By using the T Tangle site and accepting the User Agreement, you also agree to this Confidential Agreement. You do not agree to this Confidential Agreement you must not use the T Tangle site.
In this Confidential Agreement:
“Authorized Recipients” means any director, officer, employee, agent or consultant of the Submitter that is nominated by the Submitter and/or Issuer as to engage in discussions or for the Purpose and who is aware that the Confidential Information must be kept confidential and may only be used for the Purpose.
“Confidential Information” means all or any trade secrets or highly confidential information whether in electronic, written form or otherwise, relating to Issuer or its business or that of its clients or customers or in respect of which Issuer owns an obligation of confidence to any third party.
“Customer Information” means all knowledge and information of whatever nature disclosed to or acquired by the Submitter in connection with the identity of customer organizations and individuals, the nature of their requirements for services and the proposed services to be offered to them by Issuer.
“Discussions” means any negotiations discussions, meetings, conferences, customer meetings and presentations between the Submitter and Issuer directly or between the Submitter’s Authorized Representatives and Issuer and other Third Parties.
“Purpose” means the Submitter fulfilling its obligations under the Engagement.
“Services” means services of any kind whatsoever.
“Third Party” means any party other than Issuer and the Submitter
The Issuer and the Submitter intend to disclose to each other Confidential Information relating to the confidential tender issued on the Website.
Issuer and the Submitter agree that the disclosure or use of Confidential Information may result in Issuer suffering detriment and damage, for which damages will not be an adequate remedy.
Issuer and the Submitter wish to enter into an agreement to regulate the disclosure and use of Confidential Information by the Submitter and its Authorized Recipients upon the terms and subject to the conditions of this Agreement.
The Submitter has agreed to treat the Confidential Information in accordance with the terms of this Agreement.
The Submitter shall without limitation be deemed to include but not limited to the following:
- any confidential information concerning Issuer’s Tender;
- any confidential business methods of Issuer;
- any confidential pricing or costing information of Issuer;
- any confidential client or customer lists or of Issuer;
- any document or data marked confidential or which the Submitter or its Authorized Recipients might reasonably expect to be of a confidential information;
- the terms of the contract between the Submitter and Issuer;
- any information disclosed or generated during Discussions between Issuer and the Submitter or its Authorized Recipients;
- any tender documentation including standard templates;
- any legal templates;
- any procurement templates and processes;
- any customer communications or requirements including presentations and reports;
- any pricing information including benchmarking data;
- any contract details or financial information;
The Submitter undertakes to and covenants that it will:
- Use the Confidential Information only for the Purpose or for other specific work arising from a prior written request from Issuer;
- Preserve and in particular procure that the Authorized Recipients preserve the secrecy of Confidential Information;
- Obtain each Authorized Recipients’ prior written consent to comply with the terms and conditions of this Agreement to the extent that the terms are applicable;
- Not copy or duplicate, or allow the copying or duplication, of the Confidential Information without the prior written consent of Issuer;
- Otherwise comply with the terms of this Agreement; and
- Not disclose Confidential Information to a Third Party.
The Submitter may disclose Confidential Information for the Purpose only:
- To an Authorized Recipient;
- And to the extent that the Authorized Recipient has a need to know.
The Submitter must:
- Ensure and procure that each Authorized Recipient complies with the obligations with respect to Confidential Information pursuant to this Agreement;
- Immediately take all reasonable steps to prevent or stop any such suspected or actual breach or unauthorized disclosure or use.
The Submitter’s obligations shall continue indefinitely unless:
- The Confidential Information was in the public before the commencement of any Discussions or the Engagement; or
- The Confidential Information comes into the public or becomes part of public knowledge or literature except through disclosure by the Submitter or any of its Authorized Recipients, or otherwise in contravention of this Agreement or any other obligations of confidence; or
- The Confidential Information has been disclosed to the Submitter by a Third Party other than Issuer in relation to which the Third Party’s possession and disclosure of such Confidential Information is lawful and not in breach of any confidentiality obligation contractual or otherwise; or
- and until Issuer provides otherwise in writing/electronic; or
- and until Issuer expressly revoked this Agreement or a term of this Agreement pursuant to a subsequent writing/electronic agreement between the Submitter and Issuer.
4. Security and control
The Submitter must, at its expense:
- Establish and maintain effective security measures to safeguard Confidential Information from access or use not authorized by this Agreement; and
- Keep Confidential Information under the Submitter’s control.
The Submitter must provide assistance reasonably requested by Issuer in relation to any proceedings Issuer may take against any person for unauthorized use, copying or disclosure of Confidential Information.
5. Acknowledgement and indemnity
The Submitter acknowledges that:
- It is aware that any breach of this Agreement will result in the Company suffering damages and loss for which damages may not be an adequate remedy;
- In the event of a suspected or actual breach of this Agreement or any obligation of confidentiality under this Agreement, Issuer is entitled to seek and obtain injunctive relief;
- The terms and conditions of this Agreement and, in particular, the restrictive covenants are reasonable and necessary to protect the legitimate business interests of Issuer.
The Submitter undertakes to indemnify and keep indemnified Issuer on demand from and against any and all losses, damages, expenses and costs suffered or incurred by or awarded against Issuer directly or indirectly as a result of or in connection with:
- Any breach by the Submitter of this Agreement; or
- Any unauthorized use or disclosure of any Confidential Information by the Submitter, the Authorized Recipients, or any of its officers, employees, agents or advisers.
6. Assignment and termination
The Submitter may not assign or otherwise transfer this Agreement, or any of its rights and obligations hereunder, to any Third Party, except for purposes of sharing Confidential Information on a need to know basis as specified in this Agreement or with the prior writing/electronic consent of Issuer.
The Submitter acknowledges that this Agreement does not convey the title to, ownership of and copyrights in any document or other material containing Confidential Information obtained by it from Issuer and in particular, but without limitation, does not transfer any interest in the intellectual property of such Confidential Information which shall at any and all times remain vested in Issuer
Issuer may, by writing/electronic notice to the Submitter, advise the Submitter that the Submitter’s right to use any Confidential Information ceases and the Submitter must immediately, at the Entity’s option, either destroy all Confidential Records and any copies thereof or, if so requested by Issuer at the time of disclosure, return such material.
Notice does not affect any accrued rights or remedies Issuer may have.
The obligations of confidentiality under this Agreement continue to apply after the assignment or notice.
7. Restrictive covenants
The Submitter undertakes and covenants with Issuer that it will not, on its own behalf or on behalf of or in conjunction with any other person or other entity or Third Party, at any time:
- During the Term and for a period of 18 months after the Term, so as to compete with Issuer either directly or indirectly solicit or endeavor to entice away from Issuer any customer including any Submitter or client of Issuer which it has become aware of as a result of having access to Confidential Information, and more specifically, Customer Information or which it has come into contact with solely as a result of the Discussions or Engagement;
- During the Term and for a period of 18 months after the Term, so as to compete with Issuer either directly or indirectly deal with, other than in a social context, any customer including any Submitter or client of Issuer which it has dealt with as a result of having access to Confidential Information and more specifically, Customer Information, or with whom it has come into contact with solely as a result of the Discussions or Engagement;
- During the Term and for a period of 18 months after the Term, so as to compete with Issuer either directly or indirectly provide Services to, any customer including any Submitter or client of the Company which it has dealt with as a result of having access to Confidential Information and more specifically, Customer Information, or with which it has come into contact with solely as a result of the Discussions or Engagement; and
- During the Term and for a period of 18 months after the Term either directly or indirectly solicit or endeavor to entice away from the Company any employee consultant or agent of the Company with which it has dealt with in a business capacity who was a part of Issuer during the Term.