Independence and Confidentiality

1. We adhere to the strict ethical rules of our profession. Therefore, in all aspects of our practice, we maintain a strict standard of confidentiality towards information which is obtained while carrying out our professional duties. Furthermore, we maintain a complete independence of interest and mental attitude in relationships with our clients.
2. During the term and after the term of this engagement, notwithstanding its termination for any reason, both the parties and its employees and agents shall not directly or indirectly disclose, disseminate or otherwise divulge to any third party any of the other party’s confidential information.
3. For the purpose of this proposal “confidential information” means each party’s business, financial or technical information, whether oral, audio, visual, written or other form including but not limited to, the terms and conditions of this proposal or any other information that by its nature is considered proprietary and confidential.
4. Each party shall keep in confidence the confidential information using the same degree of care it uses to protect its own confidential or proprietary information, but in any event no less than reasonable care. Each party also agrees not to use or disclose such confidential information to any person or for any purpose except as necessary to perform its obligations under this engagement, unless it has received the other party’s prior written consent to any other use or disclosure of confidential information. Each party shall immediately notify the other party if it comes to know of or suspects unauthorised disclosure of any confidential information. Each party shall also assist the other party in any necessary investigation(s) related to such unauthorised disclosure.
5. Each party agrees that it shall not use, copy, transfer or destroy any confidential information other than as may be necessary in the course of performing its obligations under this engagement, without the other party’s prior written consent, and shall take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any confidential information.
6. The prohibition set out in this clause does not apply to any confidential information if (i) the confidential information is available to the public or in the public domain at the time of such disclosure or use, without breach of this proposal; (ii) if disclosure is required by applicable law, regulation, governmental body or authority or by court order; or (iii) disclosure is made to a court which is determining the rights of the parties under this proposal; provided that before disclosure is made under (ii) or (iii) notice is given to the other party and the other party is afforded an opportunity to dispute the requirement.
7. Each party acknowledges that all confidential information of the other party is the property of the other party. Without limiting the foregoing obligations in this clause as they apply to confidential information, each party shall, so long as it is in possession, custody or control of confidential information of the other party:
   7. Use adequate physical, organisational and technological security measures to protect confidential information against loss, theft and unauthorised access, disclosure, copying, use, or modification, and otherwise as may be specified by the other party pursuant to this clause;
   8. Immediately inform the other party of (i) any loss, theft or accidental or unauthorised access, disclosure, copying, use, or modification of confidential information and (ii) any disclosures made or proposed to be made that are required by law unless such notification to other party is expressly prohibited by applicable laws;
   9. Upon termination of this engagement or upon request of other party, whichever comes first, immediately return to other party or, at the direction of other party, dispose of all confidential information, in each case using adequate physical, organisational and technological security measures to protect such confidential information against loss, theft and unauthorised access, disclosure, copying, use, or modification;
   10. Designate an individual to handle all aspects of performance of its obligations hereunder that relate to the handling of confidential information, whose name and contact details and any changes thereof shall be promptly communicated to other party;
   11. On reasonable written notice and during normal business hours, permit other party or its designee to inspect any confidential information in its custody or possession in connection with this engagement and to audit it’s compliance with its obligations described in this clause, including, without limitation, the security measures used to protect confidential information, and each party shall permit other party to enter onto its premises for such purposes, and shall otherwise promptly and properly respond to all reasonable inquiries from other party with respect to its handling of confidential information in connection with this engagement; and
   12. Not subcontract, assign or delegate its obligations with respect to collection, use, disclosure, handling or processing of confidential information in connection with this engagement without the written consent of other party and without obtaining written contractual commitments substantially the same as those of this clause.

Intellectual Property

1. All interconnecting, underlying and application technologies used in and including the Guardian platform are our Intellectual Property (IP).
2. “Intellectual Property rights” means all of our patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now, or in the future, subsist anywhere in the world, including the right to sue for and recover damages for past infringements.
3. All trademarks, trade names, service marks, copyrights and other IP rights of ours and control of their use, shall remain our exclusive property and right and you shall not assert any claims rights or interest thereto or therein. You may, with our consent, use the IP or names and associated goodwill strictly as set forth in this proposal and in accordance with our instruction on use of our IP, issued from time to time. You shall not do any act or thing inconsistent or diluting with our ownership over such property and rights and shall take reasonable care to protect them from infringement.