Synamedia Mutual
Non-Disclosure Agreement

This Synamedia Mutual Non-disclosure Agreement (this “Agreement”), shall apply from the the Order Effective Date. The Parties hereby agree as follows:

1. Definitions as used herein:
“Confidential Information” means all information of whatever kind or nature, which is either: (i) communicated, in written, visual, electronic or oral form by the Disclosing Party; .(ii) is expressly designated as confidential at the time of disclosure;or (iii)  given the nature of the information or the circumstances surrounding its disclosure, may reasonably be implied as confidential.
“Disclosing Party” means the Party which is disclosing Confidential Information.
“Purpose” means the provision of Subscription Services by Synamedia to Customer.
“Receiving Party” means the Party to whom the Confidential Information is being disclosed.
Any other capitalized terms used herein shall have the meaning as set out in the Synamedia Master Subscription Services Agreement.

2. Confidential Information. Confidential Information shall be kept in the strictest confidence. Receiving Party will ensure all reasonable security precautions in the safekeeping of the Confidential Information are applied and in any event, the standard of security precautions applied shall be no less than the precautions applied to protect the Receiving Party’s own Confidential Information. Receiving Party shall remain liable at all times for any acts or omissions of its directors, officers, employees, contractors and affiliates with respect to the Confidential Information. All Confidential Information made available by Synamedia or exchanged between the Parties pursuant to this Agreement shall be provided on an ‘as is’ basis, without any warranty whatsoever, whether express, implied or otherwise, regarding its accuracy, completeness or otherwise and the Disclosing Party shall not be liable for any direct or indirect, special, incidental, consequential or other damages resulting from the use by the Receiving Party of the Confidential Information disclosed under this Agreement.

3. Exclusions. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; or (ii) was known by the Receiving Party prior to its receipt from the Disclosing Party, as evidenced by Receiving Party’s written records; or (iii) is disclosed lawfully to the Receiving Party from any third party, except where the Receiving Party knows, or reasonably should know, that such disclosure constitutes a wrongful or tortious act, or (iv) is independently developed by the Receiving Party without use or reference to Disclosing Party’s Confidential Information, as evidenced by Receiving Party’s written records.

4. Protection of Confidential Information. The Receiving Party agrees, with respect to any Confidential Information received by it from the Disclosing Party; (i) to examine and use such Confidential Information only for the Purpose; (ii) to restrict the possession, knowledge and use of Confidential Information to its directors, officers, employees, contractors, agents, legal and accounting advisers, and affiliates who have a need to know such Confidential Information in connection with the Purpose, and are informed of the confidential nature of the Confidential Information; (iii) not to copy, reproduce or reduce in writing any part thereof except as may be reasonably necessary for the accomplishment of the Purpose, all copies, reproductions or reductions to writing so made shall be the property of the Disclosing Party; (iv) to the extent technically and legally practicable, to return such Confidential Information received in any tangible form to the Disclosing Party and if any of Disclosing Party’s Confidential Information is stored in an electronic form, Receiving Party shall, to the extent technically and legally practicable, permanently delete such Confidential Information, in each case, within thirty (30) days at the written request of the Disclosing Party and to retain no copies or reproductions thereof; and (v) to certify in writing to the Disclosing Party that the terms of this Agreement have been complied with upon written request.

5. Ownership of Confidential Information. All Confidential Information and any derivatives thereof will remain the exclusive property of the Disclosing Party. The Disclosing Party’s disclosure of Confidential Information will not constitute an express or implied grant to the Receiving Party of any license or other rights to or under the Disclosing Party’s patent, copyrights, trade secrets, trademarks or other intellectual property rights except that Synamedia may use any trade name, trademark or logo of Customer on its website in furtherance of the Purpose.

6. Notice of Unauthorized Use. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party. The Receiving Party will cooperate with the Disclosing Party to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use and disclosure. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body provided that the Receiving Party shall notify the Disclosing Party immediately to enable Disclosing Party to seek a protective order.

7. Injunctive Relief. The Receiving Party acknowledges that a breach of its obligations under this Agreement may cause irreparable harm to the Disclosing Party where monetary damages may be an inadequate remedy. The Receiving Party agrees that the Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation or impending violation of this Agreement.

8. Termination. This Agreement covers Confidential Information disclosed by the Disclosing Party in connection with the Purpose before, on and after the Effective Date. This Agreement will continue until such time that the relevant Order is terminated or expires; provided, however, that each Party’s obligations with respect to the other Party’s Confidential Information will survive for five (5) years following termination or expiration.

9. The Parties acknowledge that they operate in the same or similar industry and nothing in this Agreement shall restrict or prevent either Party from competing with the other or independently developing competing products and offerings.

10. If a provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect.