Non-Disclosure And Non-Compete Agreement Page 2
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43. Recipient's Obligations.
Recipient agrees that the Confidential Information is to be considered confidential and
proprietary to Owner and Recipient shall hold the same in confidence, shall not use the
Confidential Information other than for the purposes set out at Clause 1 above, and
shall disclose it only to its officers, directors, or employees with a specific need to know
PROVIDED THAT the Recipient notifies such officers, directors and/or employees of
the confidential nature of such information and that the Recipient will procure that each
such person to whom disclosure is made agrees to sign this agreement and to adhere
to the terms of this Agreement as if he or she were a party to it
. Recipient shall be liable
to Owner for any breach by such officers, directors and/or employees of any obligations set out
Recipient will not disclose, publish or otherwise reveal any of the
in this Agreement.
Confidential Information received from Owner to any other party whatsoever except
with the specific prior written authorisation of Owner.
Confidential Information furnished in tangible form shall not be duplicated by Recipient
without the prior written consent of Owner. Upon the request of Owner, Recipient shall
return all Confidential Information received in written or tangible form, including copies,
or reproductions or other media containing such Confidential Information, within ten
(10) days of such request.
At Recipient's option, any documents or other media
developed by the Recipient containing Confidential Information may be destroyed by
Recipient. Recipient shall provide a written certificate to Owner regarding destruction
within ten (10) days thereafter.
The Recipient hereby agrees not to directly or indirectly compete with the business of
the Owner and its successors and assigns. The term "compete" as used herein shall
mean that the Recipient shall not own, manage, operate, consult or to be employee in
a business substantially similar to or competitive with the present business of the
Owner.
4. Exclusions.
4.1
The obligations in Clause 3 shall not apply where the Recipient can prove that
the Confidential Information:
(a)
is in the public domain otherwise than as a result of a breach of this
Agreement; or
(b)
is obtained by the Recipient other than pursuant to this Agreement free
from restriction from a source permitted to disclose the same; or
(c)
is required be disclosed pursuant to a statutory obligation, the order of a
court of competent jurisdiction or that of a competent regulatory body.
4.2
For the avoidance of doubt, Confidential Information shall not be deemed to be in
the public domain merely because it is known to a limited number of third parties
having experience in the relevant field. In addition, any combination of elements
of the Confidential Information shall not be deemed to be within the foregoing
Non-Disclosure Agreement provided by Ben Mazur Product Design at
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