CONFIDENTIALITY AND PRIVACY
a. Client agrees to hold in strict confidence and neither to sell, convey, distribute, duplicate, or disclose, nor otherwise utilize, alter/modify, or create derivative works from Health.Links Confidential Information. “Confidential Information” shall mean all information of Health.Links that is not generally known to the public and is used, obtained or developed by Health.Links in connection with its business and which is disclosed in writing, verbally, electronically or by any other means directly or indirectly by Health.Links to Client before or after the Effective Date, including, without limitation, any information relating to: methodologies and protocols, processes, surveys or other measurement instruments, measurement calculations, know-how, sampling information, staffing models, pricing and related contract information, finances, source code, product designs, improvements, trade secrets, market opportunities, customers, suppliers, specifications, future product offerings and the terms and conditions of the Agreement. Client agrees to take reasonable steps to ensure that its employees, agents and any other persons permitted access to Confidential Information are advised of the confidential nature of the materials and the restrictions herein imposed upon Client.
b. The obligations of confidentiality provided hereunder shall survive for a period of five (5) years after the expiration or termination of the Agreement for any reason; provided, however, with respect to any item of Confidential Information which rises to the level of a trade secret under Applicable Law, such obligations shall survive the expiration of such five (5) year period and remain in full force and effect for so long as the applicable Confidential Information remains a trade secret under Applicable Law. Upon the termination or expiration of the Agreement, for any reason, all Confidential Information disclosed hereunder will be promptly returned to Health.Links or, upon the request of Health.Links, will be promptly destroyed and certified as destroyed by an officer of Client.
c. Client warrants that it will only use Confidential Information as authorized by Health.Links and in direct connection with the Services. Client acknowledges and agrees that irreparable harm would result to Health.Links upon any breach of the covenants contained in this Section 8 (Confidentiality) by Client. Therefore, Client agrees that, in addition to all other remedies provided at law or in equity, Health.Links may seek, without bond, from a court of law or equity both temporary and permanent injunctive relief to prevent a breach of any of such covenants.
d. Health.Links shall protect the confidentiality of all information received from Client. Health.Links shall maintain information received in connection with the Agreement in strict confidence, and shall not disclose such information to an individual or outside entity, except as authorized or required by Applicable Law for the performance of its duties hereunder.
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