By enrolling in any of the TrakSYS training courses, you are agreeing to the terms set forth below. These terms and conditions that will apply to any “Confidential Information” (as below defined) disclosed by either party, itself or through its agents or affiliates, (“Discloser”) to the other party (“Recipient”).
As used in this Agreement, “Confidential Information” means all information that Discloser discloses to Recipient: (a) In documents or other tangible materials clearly marked CONFIDENTIAL or PROPRIETARY or the like; (b) Orally, or in any other intangible form, if at the time of first disclosure to Recipient, Discloser tells Recipient that the information is confidential; (c) Regarding: (i) computer software, including, without limitation, codes, flowcharts, algorithms, menu layouts, routines, report formats, data compilers and assemblers; (ii) computer hardware systems, including, without limitation, product specifications, processes and methods, quality assurance methods, and accounting, billing and telecommunications systems; or (iii) product or service information, product development plans, product strategy and product delivery systems; (d) That under the circumstances surrounding the disclosure Recipient knows or should know that it should be held confidential. “Confidential Information” does not include information that Recipient can prove: (i) is or becomes publicly known or readily ascertainable by the public, through no wrongful act of Recipient; (ii) it received from a third party without breaching an obligation owed to Discloser; (iii) is independently developed by or for Recipient, or (iv) was in its possession prior to it being furnished to Recipient by Discloser.
Recipient agrees that Confidential Information of Discloser: (i) will not be disclosed to any person outside of Recipient's organization, unless such disclosure is made pursuant to the lawful requirement of a court or other governmental agency, and may only be disclosed within Recipient's organization on a "need-to-know" basis; (ii) will be treated with the same degree of care as similar information of Recipient is treated within Recipient's organization; (iii) will not be used for the benefit of a third party; (iv) will only be used for the benefit of Discloser; and (v) will remain the property of Discloser, and all materials containing Confidential Information, and any copies thereof, will be promptly returned to Discloser by Recipient at Discloser's written request after termination of this Agreement, except that Recipient's attorney may retain an archival copy indefinitely in a secure place. In the event that Recipient is requested or required by law or the legal process to disclose any Confidential Information, Recipient will promptly notify Discloser of such request or requirement so that Discloser may seek a protective order or other remedy.
Recipient will promptly notify Discloser of any unauthorized disclosure or use of Confidential Information and cooperate with the Discloser to prevent further unauthorized use.
Discloser shall retain ownership of its Confidential Information. This Agreement does not grant Recipient any rights in the Confidential Information. Recipient will not remove any confidential, proprietary, trade secret, copyright or other legend from any form of Confidential Information.
This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof.
This Agreement is the complete agreement between the parties regarding the subject matter hereof. Confidential Information identified as a trade secret will be held in confidence indefinitely.