Confidentiality Agreement

CONFIDENTIAL INFORMATION

All written and oral information and materials disclosed or provided by Private Members Union  under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Member.

The Confidential Information means all data and information relating to the transaction and Private Members Union, including but not limited to, the following:

Member Information’ which includes names of members of Private Members Union, their representatives, all customer contact information, contracts and their contents and parties, services, data provided by members and the type, quantity and specifications of products and services purchased, leased, licensed or received by Member of Private Members Union;

‘Intellectual Property’ which includes information relating to Private Members Union proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);

‘Marketing and Development Information’ which includes marketing and development plans of Private Members Union, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of Private Members Union which have been or are being discussed;

‘Operations’ which includes internal personnel and financial information of Private Members Union, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by Private Members Union, and the manner and methods of conducting the Private Members Union operations;

‘Product Information’ which includes all specifications for products of Private Members Union as well as work product resulting from or related to work or projects of Private Members Union, of any type or form in any stage of actual or anticipated research and development;

‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of Private Members Union, including but not limited to, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;

‘Service Information’ which includes all data and information relating to the services provided by Private Members Union, including but not limited to, plans, schedules, manpower, inspection, and training information;

‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of Private Members Union, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;

‘Computer Technology’ which includes all scientific and technical information or material of Private Members Union, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know- how and show-how;

Confidential Information will also include any information that has been disclosed by a third party to Private Members Union and is protected by a non-disclosure agreement entered into between the third party and Private Members Union.

CONFIDENTIAL OBLIGATIONS

Except as otherwise provided in this Agreement, the Member must keep the Confidential Information confidential.

Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of Private Members Union and will only be used by the Member for the Permitted Purpose. The Member will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to Private Members Union or any associated affiliates or subsidiaries.

The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Member in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.


The Member agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.

OWNERSHIP AND TITLE 

Nothing contained in this Agreement will grant to or create in the Member, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of Private Members Union.

REMEDIES

The Member agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to Private Members Union. Accordingly, the Member agrees that Private Members Union is entitled to seek remedy within their conflict resolution process or by way of a tort claim regarding the unauthorised IP or copyright infringements made by the Member using International law. Accordingly, the Member agrees that Private Members Union is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Member and any agents of the Member, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

REPRESENTATIONS

In providing the Confidential Information, Private Members Union makes no representations, either express or implied as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade mark infringement that may result from the use of such information. Private Members Union will not be liable for any damage or loss that may occur from such provision or use of the Confidential Information.

ASSIGNEMENT

Except where a party has changed its name or merged with another organisation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

AMENDMENTS

This Agreement may be amended or modified by a written instrument executed by Private Members Union at any given time.

GOVERNING LAW

This Agreement will be construed in accordance with and governed by the Laws of Equity and Tort Law regarding IP based on the conflict resolution team as authorised, WIPO, Paris Convention, 6tier, UPU and International Private Model Law for Associations. 

Note: No State or state shall impair the obligation of this contract.

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