| title | last-updated | requires-sig |
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Confidential and Proprietary Information Policy |
September 27, 2017 |
false |
The following Terms shall govern the treatment of Confidential Information by Soren LLC ("We", "Us", "Our", the "Company") and those utilizing our Services or Sites (hereafter, "Clients", "You", "Your").
We understand that Our Clients may handle confidential, sensitive, and proprietary information (hereafter collectively "Confidential Information") and that Our work may result in Our having access to some of that information. Likewise, Our work may reveal to You Confidential Information about Our business or Our other Clients. Therefore, each party shall maintain, in the strictest confidence, all Confidential Information (as defined below) of the other party in accordance with the following Terms:
DEFINITION OF CONFIDENTIAL INFORMATION
Confidential Information means all
- (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; and
- (ii) any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.
Confidential Information may include, but is not limited to:
- trade secrets,
- technical information,
- business forecasts and strategies,
- marketing plans,
- customer and supplier lists,
- personnel information,
- financial data, and
- proprietary information of third parties provided to either party in confidence that said party considers to be confidential or proprietary or that said party has a duty to treat as confidential, excluding such information as can be demonstrated to have existed in the public domain as of the date of disclosure.
TREATMENT OF CONFIDENTIAL INFORMATION
Each party will
- (a) hold all Confidential Information in strict trust and confidence;
- (b) not use or permit others to use Confidential Information in any manner or for any purpose not expressly permitted or required by written Agreement;
- (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining the other party’s express prior written consent on a case-by-case basis; and
- (d) limit access to Confidential Information to employees who have a reasonable need to have such access in order to perform their work and who are bound by obligations to maintain the confidentiality of Confidential Information that are at least as protective of the Confidential Information as the provisions of this Agreement.
THESE TERMS DO NOT EXPIRE
Both party’s Agreement not disclose Confidential Information shall survive the termination of other agreements between the parties indefinitely. This Agreement shall not expire.
REQUIRED DISCLOSURES
In the event one party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.
WAIVER FOR VIOLATION OF ACCEPTABLE USE POLICY
You acknowledge and Agree that Our obligations to protect Your Confidential Information may be waived by Us if We determine, at Our sole discretion, that (a) You or Your end users have violated our Acceptable Use Policy, and (b) that such violation compels us to make a report to relevant law enforcement agencies in accordance with the reporting requirements of 18 U.S.C. § 2258A. In such a case, You acknowledge and expressly Agree that We are not liable to You or to any of Your end users for the disclosure of any Confidential Information.
AGREEMENT TO INDEMNIFY
You agree to indemnify, defend and hold harmless Soren LLC (and it’s members, employees, agents, and representatives) from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising from the misproper handling or disclosure of Confidential Information (whether pertaining to You, Us, another of Our clients, or any third party) which is (i) in any manner caused by Your gross negligence; (ii) the result of Your (or Your member's, employee's, agent's, or representative's) actions; or (iii) arises from a breach or alleged breach of any of Your representations, warranties or agreements herein.
We agree to indemnify, defend and hold harmless Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising from the misproper handling or disclosure of Confidential Information (whether pertaining to You, Us, another of Our clients, or any third party) which is (i) through Our gross negligence ; (ii) the result of Your (or Our member's, employee's, agent's, or representative's) actions; or (iii) arises from a breach or alleged breach of any of Our representations, warranties or agreements herein.
LIMITATION OF LIABILITY
OUR MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY YOU TO US FOR SERVICES IN THE SIX-MONTHS PRIOR TO AN ALLEGED BREACH.
THE COMPANY EMPLOYS INDUSTRY STANDARDS TECHNOLOGY AND BEST PRACTICES TO STORE AND PROTECT YOUR CONFIDENTIAL INFORMATION. IN NO CASE SHALL THE COMPANY BE HELD LIABLE FOR ANY DAMAGES INCURRED AS A RESULT OF SUCH NETWORK OR SOFTWARE RELATED BREACH. IN CASE OF A BREACH, THE COMPANY WILL IMMEDIATELY NOTIFY YOU VIA EMAIL OR PHONE CALL, AS WE DEEM SUFFICIENT, TO TAKE NECESSARY ACTIONS FROM YOUR END.
HANDLING OF CONFIDENTIAL INFORMATION AFTER TERMINATION OF AN AGREEMENT
Upon the termination of any other Agreement between You and Us, should We have in our possession any Confidential Information not required for Our ongoing support services to You, it will be returned to You or, at Your request, destroyed.