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.
