NON-DISCLOSURE DECLARATION

This declaration is to confirm the terms and conditions on which GTE Localize and the client are prepared to disclose confidential information relating to their respective business. In order to induce the parties to disclose such details, the parties undertake and agree as follows:

 

1. The undertakings in this declaration extend to all information of a confidential or proprietary nature obtained by either party (the “Recipient”) from any source in whatever form relating to the other party’s (the “Disclosing Party”) business, corporate strategy, pricing structure, customers, financial affairs and corresponding information relating to its affiliates, subsidiaries, associates, customers, and suppliers (“Confidential Information”) but do not extend to information which:

1. 1. is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the Recipient;

   2. is in the Recipient’s possession at the time of disclosure otherwise than as a result of the Recipient’s breach of any legal obligation;

   3. becomes known to the Recipient through disclosure by sources other than the Disclosing Party (or its agents, advisers, or other representatives) having the legal right to disclose such Confidential Information without a duty of confidentiality;

   4. is independently developed by the Recipient without reference to or reliance upon the Confidential Information; or

   5. is required to be disclosed by the Recipient to comply with applicable laws or governmental or regulatory regulations, provided that the Recipient provides prior written notice of such disclosure to the Disclosing Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure.

 

2. The Recipient shall treat all Confidential Information as strictly private and confidential and shall take all reasonable steps to prevent it from being disclosed or made public to any third party or from coming into the possession of any third party by any means (and in any event shall exercise at least the same degree of care in protecting the Confidential Information of the Disclosing Party as it would exercise in protecting its own).

 

3. The Recipient shall use the Confidential Information solely for the purpose of evaluating the Project or performing any obligations which the Recipient may undertake or have undertaken with the Disclosing Party relating to the Project and the Recipient shall not use any part of the Confidential Information for any other purpose whatever.

 

4. The Recipient shall not use or authorize the use of the Confidential Information for the benefit of any third party or in such a way as to procure that the Recipient may at any time obtain commercial advantage over the Disclosing Party.

 

5. The Recipient shall not by any means copy or part with possession of the whole or any part of the Confidential Information without the prior written consent of the Disclosing Party.

 

6. The Recipient shall ensure that the Confidential Information is restricted in its circulation and disclosure to individuals who are directly involved in the assessment of the Project. The Recipient shall ensure that all such individuals abide by the provisions of this declaration and shall be fully responsible for any breach of this declaration by its agents, contractors, representatives, and employees.

 

7. The Recipient shall keep all materials containing Confidential Information in a safe and secure place, return them to the Disclosing Party and expunge any Confidential Information from any computer or other device under the Recipient’s control immediately on termination of discussions in relation to the Project or on the Disclosing Party’s prior request.

 

8. In all communications with the other party hereto relating to the Project, a party shall contact only those individuals who have been specifically designated by the former party for authorized contact.

 

9. Neither party shall disclose or allow the disclosure to any third party its interest in the Project or the existence of discussions relating to the Project or the delivery to it of any Confidential Information relating to the Project, save as expressly permitted in writing by the other party.

 

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