Confidential Information shall mean, all your data, information, financial information and all financial standing and/or business operations, analysis, procedures, know-how, and any other technical information proprietary information which may be submitted to our website or processed through our website.
“Confidential Information” shall be deemed not to include any information which (i) was known to Cloud-Bookkeeper at the time of the disclosure by Cloud-Bookkeeper; (ii) has rightfully been received by Cloud-Bookkeeper from a third Party under no obligation of confidentiality; or (iii) has been independently developed by Cloud-Bookkeeper.
Non-Disclosure and Limited Use
Approved Purpose. All information provided by Cloud-Bookkeeper under this Agreement shall be used strictly for the intended purposes only, and not for any other purpose.
Restrictions. In this regard, Cloud-Bookkeeper agrees and undertakes:
not to use such Confidential Information for any purpose other than in connection with carrying out the approved Purposes;
to take all reasonable measures and standards to protect the secrecy and confidentiality of, and avoid disclosure or unauthorized use of, such Confidential Information; and
not to disclose such Confidential Information to any third Party, except pursuant to, and to the extent of, any regulatory duties or obligations under any applicable law or any request or order by any applicable regulatory or other competent authorities, provided that, prior to effecting disclosure pursuant to any such request or order, to the extent practicable, Cloud-Bookkeeper will first notify You and shall reasonably cooperate with You in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of disclosure and/or use of such Confidential Information.
Cloud-Bookkeeper will not, without your prior written consent, disclose, give away, divulge, exchange or make known or available in any manner to any person, corporation or other entity (whether or not Cloud-Bookkeeper receives any benefit therefrom) Your Confidential Information or any information derived therefrom to any person or third party entity.
All Confidential Information (including all copies, extracts, and portions thereof) shall be and remain your sole property. Cloud-Bookkeeper will not enter into or disclose any information with any third party nor enter into any Agreement, transaction or arrangement with any entity for the purpose of disclosing the information, or do or take any action to cause you to lose your ownership rights to the confidential information or attempt to do anything whatsoever to circumvent your ownership. This section shall survive the termination of this Agreement.
Disposal of Confidential Information
Cloud-Bookkeeper shall be obligated to return all Confidential Information at your written request including all copies thereof, then in the possession of Cloud-Bookkeeper or its Representatives, except that a copy of such materials may be maintained by the legal counsel of Cloud-Bookkeeper so long as such information is maintained as confidential pursuant to the terms of this Agreement. Any such return of Confidential Information shall not abrogate the continuing obligations of Cloud-Bookkeeper under this Agreement.
This Agreement shall be in effect and continue in full force until you stop using this Service
This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether oral or written, between the Parties relating to the subject matter hereof and all past courses of dealing or industry custom.
This Agreement may be amended only by a written agreement signed and dated by both Parties. Either Party may waive, in writing, compliance by other Party with any provision of this Agreement, provided that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent provision. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof.
If any provision in this Agreement shall be found or be held to be invalid or unenforceable then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect.
Neither Party may, without the prior written consent of the other Party, assign or otherwise transfer all or any of its benefits or obligations under this Agreement. This Agreement shall be binding on and shall ensure for the benefit of each of the Parties’ successors in title or legal personal representatives.
This NDA shall be construed and interpreted in accordance with the internal laws of the State of New York, without giving effect to the principles of conflicts of law thereof.