Last updated: 30 April 2021

Wordesque takes our customer’s privacy and confidentiality serious. Therefore, we have put in place the following non-disclosure agreement, agreed upon by all employees.

Non-Disclosure Agreement for Suppliers

This Non-Disclosure Agreement is entered into by and between Wordesque (the ‘Disclosing Party’) and Wordesque’s Suppliers (the ‘Receiving Party’), collectively referred to as the Parties for ensuring the security of Confidential Information and prevent the unauthorised disclosure and distribution of Confidential Information as set out in this Agreement.

The Receiving Party understands that the Disclosing Party has disclosed or may disclose propriety and or confidential information (‘Confidential Information’) relating to its services. The parties have agreed to enter into a confidential relationship with respect to the disclosure of Confidential Information.

Definition of Confidential Information

The term ‘Confidential Information’ for the purpose of this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, that has or could have commercial value or other utility in the business in which the Disclosing Party and its clients are engaged.

Exclusions from Confidential Information

The obligation of confidentiality with respect to Confidential Information will not apply to:

(a) If the information is or becomes publicly known and available through no prior unauthorised disclosure by Receiving Party; (b) If the information is or was received by Receiving Party from a third party source which, to the best knowledge of Receiving Party, is or was not under a confidentiality obligation to Disclosing Party with regard to such information; (c) If the information is independently developed by Receiving Party prior to disclosure by Disclosing Party and without the use and benefit of any of the Disclosing Party’s Confidential Information; (d) learned by the Receiving Party through legitimate means other than from the Disclosing Party or the Disclosing Party’s representatives; or (e) If the information is disclosed by Receiving Party with the Disclosing Party’s prior written permission and approval;

Obligation to Maintain Confidentiality

With respect to Confidential Information:

(a) Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorised access to or unauthorised use, disclosure, publication or dissemination of Confidential Information except in conformity with this Agreement; (b) Receiving Party shall adopt and/or maintain security processes and procedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material; (c) Upon the termination of this Agreement, Receiving Party will ensure that all documents, memoranda, notes and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party; and (d) If there is an unauthorised disclosure or loss of any of the Confidential Information by Receiving Party, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimise any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and (e) The obligation not to disclose Confidential Information shall survive the termination of this Agreement, and at no time will Receiving Party be permitted to disclose Confidential Information,

Duration

The provisions of this Non-Disclosure Agreement that obligates the Receiving Party not to disclose Confidential Information shall survive the termination of this Agreement, and at no time will Receiving Party be permitted to disclose Confidential Information.

Integration

This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

Amendment

This Agreement may be amended or modified only by a written agreement signed by both of the parties.

Waiver

The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. Each party has signed this Agreement through its authorised representative.

Contact Us

If you have any questions or concerns about the Non-Disclosure Agreement, please contact us at legal@wordesque.com