PLEASE READ AND EXECUTE THE
CONFIDENTIALITY AGREEMENT BELOW IN ORDER
TO ACCESS THE eORIGINAL CUSTOMER PORTAL
You (“You”, “Yours” or “Yourself”) have requested to access the online customer portal of eOriginal, Inc. (“eOriginal”) which contains copies of various operational and security information of eOriginal, in order to conduct an assessment of eOriginal’s security procedures and practices.
The materials You are seeking to access are eOriginal’s (or eOriginal’s affiliates’, including but not limited to Wolters Kluwer Financial Services, Inc. (collectively, “eOriginal Affiliates”)), confidential information. eOriginal is willing to provide a copy to You subject to Your agreement to the terms and conditions of the non-disclosure agreement set forth below. Please read them carefully.
By clicking on the “I ACCEPT” button below, You signify that You agree to be bound by these terms and conditions (“Agreement”). If You are authorized to enter into this Agreement on behalf of a company, “You”, “Yourself” and “Yours” refers to that company. If You and eOriginal entered into a written agreement regarding the subject matter herein, such agreement will supersede this Agreement. This Agreement does not apply to services that You access or license from eOriginal pursuant to an order executed by You and eOriginal. Such acceptance and agreement shall be as effective as Your written signature.
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
You agree as follows:
- Confidential Information, Ownership. The term “Confidential Information” includes any and all information that is or reasonably should be understood to be confidential, proprietary or generally not available to the public including without limitation documents regarding eOriginal’s or eOriginal Affiliates’ internal policies, procedures or operations. Such Confidential Information will remain the exclusive property of eOriginal and/or eOriginal Affiliates and this Agreement will not be construed as granting any rights by license or otherwise in or to any Confidential Information. Confidential Information is provided on an “AS IS BASIS”. Neither eOriginal, eOriginal Affiliates nor any third parties or auditors makes any express or implied representations or warranty as to the accuracy or completeness of the Confidential Information and shall have no liability to You relating to or resulting from use of the Confidential Information or for any errors therein or omissions therefrom. The confidentiality obligations of this Agreement shall not apply to any Confidential Information to the extent such Confidential Information: (a) was known to it without restriction prior to disclosure by You or was independently developed by You; (b) is now in, or later comes into, the public domain through no fault of Yours; or (c) is disclosed to You without restriction on disclosure by a third party who has the lawful right to make such disclosure to You.
- Confidentiality, Non-Disclosure and Non-Use Obligations. You will keep the Confidential Information confidential and will not disclose it, except as and to the extent expressly permitted herein. You may use the Confidential Information solely in connection with the evaluation of eOriginal’s operations for compliance with Your security, regulatory and other business policies. To the extent You become aware of a disclosure of the Confidential Information other than authorized by this Agreement, You agree to promptly notify eOriginal of such disclosure.
- Disclosure. You agree to safeguard the Confidential Information with at least the same degree of care to avoid unauthorized disclosure as You use to protect Your own confidential information, but no less than reasonable care. You will restrict disclosure of the Confidential Information only to those of Your employees, agents or representatives (“Representatives”) with a need to know such Confidential Information and who are subject to confidentiality of non-use obligations substantially similar to those imposed by this Agreement.
- Legally Compelled Disclosure. In the event that You are required by law or regulation to disclose any Confidential Information, You will provide eOriginal with prompt written notice, unless providing such notice would violate applicable law or regulation, so that eOriginal may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event such protective order or other such remedy is not obtained, or if eOriginal waives compliance with the provisions of this Agreement You will furnish only that portion of the Confidential Information which is legally required.
- Return and Destruction of Confidential Information. As soon as reasonably possible upon eOriginal’s request, You will return and or cause Your Representatives to return to eOriginal, or at Your election, destroy all tangible Confidential Information furnished or made available by or on behalf of eOriginal. Upon request, You will confirm such return and destruction in writing to eOriginal. Notwithstanding the foregoing, You will be entitled to retain copies of Confidential Information to the extent required by law, regulation or normal document retention policies; provided, that for so long as You retain any Confidential Information You will continue to be bound by the obligations under this Agreement.
- Governing Law. This Agreement will be governed in accordance with the laws of the State of New York, without regard to any conflicts of laws provisions or those of any other state, and any controversy arising in connection with this Agreement will be adjudicated in a state or federal court located in New York County in the State of New York.
- Notices. All notices, demands and approvals given under this Agreement must be in writing and delivered in person, by first class or express mail, recognized national courier or sent by electronic mail transmission, addressed as set forth below. Notices given in accordance with this section will be deemed given when received.
- Assignment. This Agreement is not transferable or assignable by You, whether in whole or in part, voluntarily or otherwise by operation of law without the prior written consent of eOriginal. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns.
- Severability, Waiver. Should any provision of this Agreement be deemed illegal or otherwise unenforceable, that provision shall be deemed modified to the minimum extent necessary to make that provision consistent with applicable law and enforceable. The waiver of any right or election of any remedy in one instance, by either party, shall not affect any rights or remedies in another instance. A waiver shall be effective only if made in writing and signed by an authorized representative of both parties.
- Final Agreement. This Agreement contains the complete agreement regarding the subject matter herein. All previous and collateral agreements, representations, promises, and conditions relating to the subject matter of this Agreement are superseded by this Agreement.
Notices to eOriginal:
250 West Pratt Street, Suite 1400
Baltimore, MD 21201
Attn: General Counsel