Non-disclosure Policy
Posted by Jeff H., Last modified by Jeff H. on 10 March 2014 04:04 PM

Non-disclosure Agreement

As part of rackAID® LLC's continued commitment to providing high quality, cost-effective services we abide by the following non-disclosure agreement for all service requests. This agreement assures that rackAID® LLC maintains, in the strictest confidence, your client lists, email data, modes of operations, infrastructure, and other such matters.

Non-disclosure Policies

The document below is rackAID® LLC's standing non-disclosure policy for all work conducted between rackAID® LLC and you and/or your business (the Client). This governs all confidential information transmitted to rackAID® LLC by the Client.

I. The Purpose.
The Client and rackAID® LLC wish to explore a potential business relationship in connection with which the Client may disclose its Confidential Information (as defined below) to rackAID® LLC for the purpose of completing requested computer consulting services (Relationship).

II. Definition of Confidential Information.
Confidential Information means any information, technical data, or know-how, including but not limited to, that which relates to research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances of the Client, which all shall be deemed as Confidential Information. Confidential Information does not include information, technical data or know how which (I) is in the possession of rackAID® LLC at the time of disclosure as shown by the rackAID® LLC's files and records immediately prior to the time of disclosure, or (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of rackAID® LLC or, (iii) is approved by the Client, in writing or email, for release.

III. Non-disclosure of Confidential Information.
rackAID® LLC agrees not to use any Confidential Information disclosed to it by the Client for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of the Relationship. rackAID® LLC will not disclose any Confidential Information of the Client to parties outside the Relationship or to employees of the rackAID® LLC other than employees or agents under appropriate burden of confidentiality and who are required to have the information in order to carry our the discussions regarding the Relationship. rackAID® LLC agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the Client in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the highest degree of care that rackAID® LLC utilizes to protect its own Confidential Information of a similar nature. rackAID® LLC agrees to notify the Client in writing or email of any misuse or misappropriation of Confidential Information of the disclosing party, if known, which may come to the rackAID® LLC's attention.

IV. Publicity.
rackAID® LLC will not, without prior consent of the Client, disclose to any other person, the fact that Confidential Information of the Client has been disclosed under this agreement, that discussions or negotiations are taking place between the parties, or any of the terms conditions, status or other facts with respect thereto, except as required by law and then only with prior notice as soon as possible to the Client.

V. Return of Materials.
Any materials or documents that have been furnished by the Client to rackAID® LLC in connection with the Relationship will be promptly returned by rackAID® LLC, accompanied by all copies of such documentation or certification of destruction, within (60) days after (i) the Relationship has been terminated or (ii) the written request of the Client. Note that rackAID® LLC may retain passwords and server access information on file for an indefinite period of time if (i) we have legally compelling reasons to do so, (ii) outstanding billing issues, or (iii) the Client uses rackAID® LLC's services for more than three service requests per quarter. The Client may request to have such data removed from our records at any time provided that there are not pending billing or legal issues.

VI. Patent or Copyright Infringement.
Nothing in this agreement is intended to grant any rights to rackAID® LLC with regard to any and all rights of the Client's rights to patents or copyrights.

VII Term.
The forgoing commitments of each party shall survive any termination of the Relationship between the parties for a period of one year after application of Section 5 above.

VIII. Successors and Assigns.
This agreement shall be binding upon and for the benefits of the undersigned parties, their successors and assigns, provided that Confidential Information of The Client may not be assigned without the prior written consent of rackAID® LLC. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

IX. Governing Law.
This agreement shall be governed by and enforced in accordance with the laws of the State of Florida and shall be binding upon rackAID® LLC and the Client in the United States and worldwide.

X. Remedies.
rackAID® LLC agrees that any violation or threatened violation will cause irreparable injury, both financial and strategic, to The Client and in addition to any and all remedies that may be available, in law, in equity or otherwise.

rackAID® LLC recognizes the above Non-disclosure Agreement as a standing policy for all services requested by the Client.

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