DataCom Technologies, LLC wishes to notify existing and prospective Clients of our commitment to confidentiality within our relationship. We acknowledge that as a contractor acquired to manage and maintain your organization’s computers and networks, we may have access to confidential or sensitive information. The following documentation outlines our Commitment to Confidentiality Protocol.
1. “Agency” (Hereafter, DataCom Technologies, LLC will be referred to as “Agency”) will make no announcement about the mutual co-operation with the Client and its content to any third party.
2. Agency will maintain the confidentiality of the Confidential Information and will not disclose the same to any third party without Client’s prior express consent in writing.
3. Agency will restrict the number of its employees who shall have access to such Confidential Information to those employees with a need to know and shall ensure that such employees are aware of and undertake themselves to maintain the confidential nature of such Confidential Information.
4. Agency will not directly or indirectly use such Confidential Information for its own purposes either for or in relation to the manufacture of any products or in connection with any contracts or business dealings or arrangements with third parties, but shall in all respects, use such Confidential Information only within the frame of the mutual co-operation (“Purpose").
5. Agency will not duplicate or reproduce such Confidential Information except for circulation to its employees as defined in Clause 3. above.
6. All Confidential Information shall be treated by the Agency and Agency Representatives as confidential except information that is agreed to be or which in fact is:
a) already known at the date of its disclosure and which can be proven by documentary evidence that “Recipient” (“Recipient” for the purpose of this commitment is defined as any representative, vendor or subcontractor of or that DataCom Technologies, LLC may employ on its behalf) was already in its possession;
b) in the public domain at the date hereof or becomes public knowledge during the term of this Agreement other than through an act or default on the part of Recipient or its agents or employees;
c) disclosed to Agency/Recipient after the date hereof without any obligations of confidence by a third party who has not, directly or indirectly, obtained it from Client, provided that Agency promptly
advises Client hereto of such disclosure;
d) developed by employees, contractors, licensees or agents of Client independently of and without reference to any Confidential Information disclosed by Client.
7. Confidential Information furnished pursuant to this Confidentiality Commitment by Client shall remain the property of Client and shall, at Client’s request, forthwith be returned to Client, together with all copies made by Agency (in whatever form, electronic or otherwise) and by anyone to whom such Confidential Information has been made available by Agency. In addition, any reports, analyses, notes, memoranda, presentations, summaries, or other documents or information prepared by or on behalf of Agency which contain or reflect any Proprietary Information shall be destroyed.
8. Confidential Information may only be passed on to third parties after previous written confirmation of Client. Third parties have to be bound according to this Confidentiality Commitment. In the event third parties unrightfully pass on such Confidential Information Recipient transfers any rights resulting from such a unrightfully passing on to Client. For the purpose of this Confidentiality Commitment any reference to "third party" shall mean any person, firm or company other than Recipient or Agency.
9. Recipient may use the established business relationship to Client for advertising purposes only after having obtained previous written consent from Client.
10. In the event of any legal action or proceeding or asserted requirement under applicable law or government regulations calling for disclosure of Confidential Information furnished hereunder, Agency shall forthwith notify Client and, upon request of Client, shall cooperate with Client in contesting such disclosure. If Agency is nonetheless compelled to disclose Confidential Information, Agency shall, at the request of Client, use its best efforts to obtain assurances that such Confidential Information will be treated confidentially and, in addition, will comply with Client’s requests regarding the content and timing of any disclosure.
11. This commitment is subject to change without prior notice. Should one of the provisions of this Confidentiality Commitment be or become invalid then the validity of the remaining part of this Confidentiality Commitment shall not be affected thereby. The parties are committed to replace the invalid provision by another - with respect to the commercial effect - equivalent provision, in so far as this is possible.