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Confidential Agreement

In consideration of having access to any Confidential Information, the Recipient agrees as follows:

  1. Introduction
  • Recipient is getting access to information from Panorama Software (Panorama) such as information relating to products or administrative, marketing, sales, financial or manufacturing activities of Panorama. All such information, including any materials embodying such information shall be considered by Recipient as proprietary and confidential to Panorama ("Confidential Information").
  1. Nondisclosure
  • Recipient shall use the same efforts to protect the confidentiality of the Confidential Information as Recipient would use to protect Recipient's own proprietary and confidential information or prevailing industry standards, whichever is higher, and shall not disclose or disseminate, or permit any of Recipient's employees or associates (if any) to disclose or disseminate, the Confidential Information to any third party without Panorama's prior written consent. In no event shall Recipient use the Confidential Information to compete with Panorama directly or indirectly or to permit a third party to do so. The undertakings and obligations of Recipient under this paragraph 2 shall not apply, however, to any information which Recipient can establish to have: (i) become generally publicly known through no action on Recipient's part; or (ii) been known by Recipient prior to receipt from Panorama.
  1. Limit of Liability
  • In no event will Panorama be liable for lost profits, data or information of any kind or for consequential, special, indirect, incidental, punitive or other damages that may arise through use of any Confidential Information, or pre-release or release products, or otherwise, supplied by Panorama.
  1. No License or Representation
  • This Agreement does not require Panorama to disclose any Confidential Information. All Confidential Information shall remain the sole property of Panorama. No license to Recipient of any trademark, patent, copyright, or any other intellectual property right is either granted or implied by this Agreement or any disclosure hereunder. All Confidential Information disclosed by Panorama is on an AS IS basis, and no representation, warranty or assurance is made by Panorama with respect to the completeness, accuracy, non-infringement of trademarks, patents, copyrights, trade secrets or any other intellectual property rights or other rights of third parties. Panorama will not be liable for any damages arising out of use of any Confidential Information, and the use of such Confidential Information is at Recipient's own risk.
  1. Term and Termination
  • This Agreement shall become effective on the date first accepted by Recipient and all Terms and Conditions shall be binding for three (3) years from the date of the last disclosure of Confidential Information to Recipient.
  1. Governing Law
  • This Agreement is governed by the laws of Ontario excepting its choice of law provisions. The parties hereby agree to irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. The venue shall be Toronto.
  1. Injunctive Relief
  • Disclosure or use by Recipient contrary to this Agreement will cause Panorama irreparable harm, for which damages may not be adequate compensation. Therefore Recipient agrees Panorama is entitled to equitable relief, including an injunction, in order to stop any breach or threatened breach by Recipient of this Agreement, without the posting of any bond or provision of any undertaking. In case of material breach, the prevailing party shall be entitled to recover, in addition to its damages, it reasonable legal fees and costs (including those of in-house counsel) incurred in connection therewith.
  1. Miscellaneous Provisions
  • If any term or provision of this Agreement shall be deemed by a court of competent jurisdiction to be overly broad, such court shall have the power, and is hereby directed, to limit the scope, duration or area of applicability, or all of them, so that such term or provision is not overly broad, and to enforce the same as so limited. If any provision hereof shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid any other provision hereof. The termination of any relationship between Panorama and Recipient for whatever reason shall not relieve Recipient from its obligations hereunder.

Panorama NovaView® and the Panorama logo are trademarks or registered trademarks of Panorama Software Ltd. All other company, product or brand names are the trademarks or the registered trademarks of their respective companies. Panorama Software Ltd. is not responsible for errors or omissions. Copyright 2006 Panorama Software Ltd. All rights reserved.