General Non-Disclosure Agreement

For

Data submissions related to

ContactGenie Importer & ContactGenie DataPorter

WHEREAS for the purposes of facilitating troubleshooting services to any individual or organization by The Claxton Group (the “Company”), which includes the necessity of the disclosure of certain confidential information, such information considered proprietary to the party disclosing such information,

WHEREAS for the purposes of this Agreement, “Confidential Information” (hereinafter “Information”) means information or data that is disclosed by a party (the “Disclosing Party”) to the Company that is proprietary and confidential in nature, which Information relates exclusively to contact lists in electronic form used as input to the Company’s products known as ContactGenie Importer and ContactGenie DataPorter and where such Information has been specifically requested by the Company in order to facilitate and expedite the resolution of an issue reported by the Disclosing Party.

NOW THEREFORE, in consideration of the foregoing premises and the covenants herein contained, the parties hereto agree that disclosures of Information shall be governed as follows:

1.      The Information, and all rights, title and interest thereto, shall remain the property of the Disclosing Party. The Company shall not use, reproduce, or directly or indirectly disclose or allow access to the Information except as required to facilitate the resolution of the problem reported.  The Company shall not use the Information for its own corporate purposes, or for the purposes of its customers, subject to this Agreement.

2.     The Company shall not permit any agent, employee, or contractor, to copy, reproduce, sell, assign, license, market, transfer, or otherwise disclose the Information to any person, firm, or corporation without the express prior written consent of the Disclosing Party.  The Company agrees to disclose the Information only to its employees, agents, or contractors with a direct need to know for the purposes of resolving a reported issue, and who are bound by obligations of confidentiality no less restrictive than the terms of this Agreement.

3.    The Information, including any copies thereof, shall be deemed to be the exclusive property of the Disclosing Party. 

4.    The Company shall have no obligations under this Agreement as to the Information where such Information:

a)   has not been specifically requested by the Company in advance 
of being submitted,

b)   is not specifically related to “problem reports” submitted by the Disclosing Party

c)   is known at or prior to the time of disclosure, provided that such prior knowledge can be substantiated by evidence antedating the disclosure,

d)   can be independently developed by the Company without the use of the Information,

e)   becomes known to the Company from another source without obligation of confidentiality,

f)    is or becomes part of the public domain through no wrongful act of the Company,

g)   is disclosed pursuant to any judicial, regulatory, or governmental request or order, provided that the company takes reasonable steps to give the Disclosing Party sufficient prior notice to enable such party to contest or limit any such request or order, and ensures that only that portion of the Information which is legally required to be disclosed is disclosed.

5.     This Agreement shall remain in perpetuity.

6.     This Agreement shall apply to, and benefit any, successors and assigns of the disclosing party.  This Agreement imposes no obligations on either party to enter into any further agreements and does not supersede any prior or future non-disclosure agreement that may be or come into force unless explicitly identified in such other agreement.

7.     The parties agree that any breach shall necessitate the entry of a temporary or permanent injunction preventing unauthorized disclosure or use of the Information without proof or damage, and further that the aggrieved party shall also be entitled to any other remedies available at law or in equity.  The parties agree that this Agreement shall be governed in accordance with the laws of the Province of Ontario, Canada, and that any dispute shall lie in the Courts of the Greater Toronto Area (GTA).