This agreement pertains to the provision of services online or remotely where no specific contract or master service agreement is in place.
In short I agree to keep your information confidential and you agree to only use the materials I provide for the agreed purpose.
CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT by and between Service User and Tarjuman LLC (“Recipient”) is effective from the date and time Service User agrees to engage Tarjuman LLC for services. These services may be engaged through acceptance of terms and conditions online or by a specific contract or agreement.
WHEREAS, Service User and Tarjuman LLC, for their mutual benefit and pursuant to a working relationship which has been or may be established, anticipate that Service User may disclose or deliver to a working relationship which has been or may be established, anticipate that Service User may disclose or deliver to Tarjuman LLC documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance, forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by Service User, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); and
WHEREAS, Service User desires to assure that the confidentiality of any Proprietary Information is maintained;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, Service User and Tarjuman LLC hereby agree as follows:
1. For a period of sixty (60) months from the date hereof, Tarjuman LLC shall hold in trust and confidence, and not disclose to others or use for Tarjuman LLC’s own benefit or for the benefit of another, any Proprietary Information which is disclosed to Tarjuman LLC by Service User at any time between the date hereof and twelve (12) months thereafter. Tarjuman LLC shall disclose Proprietary Information received under this Agreement to person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue after any expiration or termination of this Agreement and shall bind Tarjuman LLC, its employees, agents, representatives, successors, heirs and assigns.
2. The undertakings and obligations of Tarjuman LLC under this Agreement shall not apply to any Proprietary Information which: (a) is described in an issued patent anywhere in the world, is disclosed in a printed publication available to the public, or is otherwise in the public domain through no action or fault of Tarjuman LLC; (b) is generally disclosed to third parties by Service User without restriction on such third parties, or is approved for release by written authorization of Service User; (c) if not designated “confidential” at the time of first disclosure hereunder, or is not later designated in writing by Service User within thirty (30) days from disclosure to Tarjuman LLC to be of a secret, confidential or proprietary nature; or (d) is shown to Service User by Tarjuman LLC, within ten (10) days from disclosure, by underlying documentation to have been known by Tarjuman LLC before receipt from Service User and/or to have been developed by Tarjuman LLC completely independent of any disclosure by Service User.
3. Title to all property received by Tarjuman LLC from Service User, including all Proprietary Information, shall remain at all times the sole property of Service User, and this Agreement shall not be construed to grant to Tarjuman LLC any patents, licenses or similar rights to such property and Proprietary Information disclosed to Tarjuman LLC hereunder.
4. Materials received by Service User, from Tarjuman LLC including all Proprietary Information, are provided for the sole use of the Service User in the resolution of the agreed work. Title to the underlying property (including templates, methodologies and tools) shall remain at all times the sole property of Tarjuman LLC, and this Agreement shall not be construed to grant to Service User any patents, licenses or similar rights to use such property and Proprietary Information disclosed to Service User for a purpose other than that agreed with Tarjuman LLC.
5. Tarjuman LLC shall, upon request of Service User, return to Service User all documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to Tarjuman LLC, and all copies and reproductions thereof.
6. The parties further agree to the following terms and conditions:
i. Any breach by Tarjuman LLC of any of Tarjuman LLC’s obligations under this Agreement will result in irreparable inquiry to Service User for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, Service User will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement.
ii. If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.
iii. In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of Tarjuman LLC to show both that such contested information or matter is not Proprietary Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in the District of Columbia.
iv. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
v. This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
vi. This Agreement is governed by and will be construed in accordance with the laws of the District of Columbia, and the courts of District of Columbia shall be the exclusive forum.
vii. This Agreement is in addition to any prior written agreement between Service User and Tarjuman LLC relating to the subject matter of this agreement; in the event of any disparity or conflict between the provision of such agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by Service User and Tarjuman LLC.