Non-Disclosure Agreement

This Non-Disclosure Agreement (this "Agreement") is entered into as of today ("Effective Date") by and between Vitech Systems Group, on behalf of itself and its affiliates (collectively, "Company"), and you, the individual accessing the Proprietary Information and any single legal entity on behalf of which you are acting ("You" or "you"). Company wishes to protect and preserve the confidential and/or proprietary nature of information and materials that may be disclosed or made available to you in connection with Company’s Trust Center (the “Trust Center Materials”); and therefore:

 

1. Proprietary Information, Ownership, and Non-Disclosure. "Proprietary Information" means the Trust Center Materials and any and all information and materials disclosed during the course of or otherwise in connection with the Trust Center Materials, including, without limitation, all content on all web pages associated with the Trust Center Materials, provided that any Proprietary Information that becomes publicly known through no wrongful act or omission made by you shall no longer be Proprietary Information. All Proprietary Information of Company shall remain the sole property of Company. Under this Agreement, no warranties of any kind are given by Company with respect to any Proprietary Information or any use thereof, and the Proprietary Information is provided on an "AS IS" basis. You shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party. You shall not use any Proprietary Information for the benefit of yourself or any third party or for any purpose other than to evaluate Company’s data security and data privacy posture or such other purposes agreed to in writing by the Company’s Chief Information Officer. You agree to exercise at least the same degree of care in protecting the Proprietary Information from disclosure as you exercise in respect of its your own confidential information and business secrets, but not less than a reasonable degree of care. You acknowledge that the Proprietary Information may include Company’s trade secrets. You shall promptly notify Company of any misuse or misappropriation of the Proprietary Information, or any other breach of this Agreement by you that comes to your attention. You, upon receipt of a written request from Company, will return all Proprietary Information received in tangible form to Company and all copies thereof, and destroy all such Proprietary Information and all copies thereof and, upon receipt of a written request from Company. The obligations in this Paragraph 1 shall survive and continue into perpetuity.

 

2. Remedies. You agree that, due to the unique nature of the Proprietary Information, the unauthorized disclosure or use of the Proprietary Information may cause irreparable harm and significant injury to Company. Therefore, you agree that Company, in addition to any other available remedies, shall have the right to seek an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security.

 

3. Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject matter. No amendment, cancellation, modification, or waiver of any provision of this Agreement shall be effective. The waiver by either party of a default under any provision of this Agreement shall not be construed as a waiver of any subsequent default under the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, USA, without reference to its conflicts of laws provisions. This Agreement and the rights and obligations hereunder may not be assigned or delegated by either party, in whole or part, whether voluntarily, by operation of law, change of control or otherwise, without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The parties are independent contractors, and neither party shall have any authority of any kind to bind the other party in any respect whatsoever.

 

IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING ON THE CHECK BOX NEXT TO WHERE THE LINK TO THIS AGREEMENT IS LOCATED, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT CLICK THE CHECK BOX. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PROPRIETARY INFORMATION.