NON-DISCLOSURE AGREEMENT
This is an Agreement between OVI and OVI Users. It is recognized that it may be desirable for Users to
provide OVI with specific proprietary information for the
purpose of OVI's calculation of service agreements, manpower
planning, tasking and scheduling. With respect to such information OVI agrees as follows:
(1) "Proprietary Information" shall be defined as and not
limited to any and all of the following information specifically attached
to or associated with a Specific User or User Account, (a) engineering
plans, equipment surveys or lists, (b) maintenance agreements or service
contracts, (c) user names, passwords, (d) labor rates, labor and material
markups, (e) maintenance frequencies and associated information (f)
addresses, telephone numbers, email addresses, websites or contact
information in any other form;
(2) In order for Proprietary Information specifically attached to or
associated with a Specific User to be disclosed by OVI in
accordance with this Non-Disclosure Agreement, approval must be: (a) in
writing from the User; and (b) delivered to OVI by electronic
mail, postal or courier service, or facsimile by the User.
(3) Where the Proprietary Information has not been or cannot be,
specifically attached to, or associated to a single User, OVI may in good faith provide the information as a compilation of data for
sales, marketing, or other business activities.
(4) OVI covenants and agrees that it will take reasonable
care to prevent the disclosure to any person or persons outside OVI or to any unauthorized person or persons within the OVI organization any and all Proprietary Information which is
received from Users. However, OVI shall not be liable for
disclosure of such information if any or all of such information:
- Was in the public domain at the time it was disclosed, or
- Becomes part of the public domain without breach of this
Agreement, or
- Is disclosed with the written approval of the User, or
- Is disclosed after ten (10) years from OVI's receipt
of the information, or
- Is or was disclosed by the User to a third party without
restriction, or
- Is disclosed pursuant to the provisions of a court order.
As between the parties hereto, the provisions of this Agreement shall
supersede the provisions of any inconsistent information or Agreements.
Any Protected Information provided by the User to OVI shall
be used only in furtherance of the purposes described in this Agreement,
and shall be, upon request at any time, returned to the User. OVI may discard or destroy any protected information three years
after receiving it, provided User has not requested OVI to
return the information before that time and the User is no longer in need
of the information.
(5) The standard of care for protecting Proprietary Information imposed
on OVI will be that degree of care OVI uses to
prevent disclosure, publication or dissemination of its own Proprietary
Information.
(6) This Non-Disclosure Agreement contains the entire agreement
relative to the protection of information to be provided to OVI by the User, and supersedes all prior or contemporaneous oral or written
understandings or arguments regarding this issue. This Non-Disclosure
Agreement shall not be modified or amended, except in a written
instrument. Any changes will not take effect prior to a 30 day
period following the date of posting, during which time any User may
request to be eliminated from the Disclosure and or cancel the service
provided by OVI.
(7) The effective date of this Non-Disclosure Agreement shall be the
date upon which the User signs up for OVI's service.
(8) This Non-Disclosure Agreement may not be assigned or otherwise
transferred by OVI in whole or in part without expressly
informing the User prior to the Disclosure.
(9) Under no circumstances, including negligence, shall OVI be liable for any indirect, incidental, consequential, punitive or special
damages for any breach of this agreement, even if OVI has been
advised of the possibility of such damages.
