CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This knowledge base contains non-public, confidential and proprietary information concerning TMX (“TMX” or “we”) , its business and financial affairs (“Confidential Information”). The term Confidential Information includes, but is not limited to (a) technical information relating to the design, construction, use, installation, maintenance, repair, problem solving of our products including (without limitation) the mass configuration tool, administration tool and firmware; (b) information relating to our customers and employees, the manner in which we conduct our business, the extent of services offered to or used by our dealers and customers, the cost of such services and our operational and financial plans; (c) other information concerning any aspect of TMX’s business or financial affairs which is not readily available to the general public. “Confidential Information” does not include information which (a) is or becomes publicly known through lawful means; (b) was rightfully in the possession of the Dealer (“the Dealer” or “you”) or part of the Dealer’s general knowledge prior to accessing this website (other than Confidential Information we have previously provided to you); or (c) is disclosed to you without confidentiality restrictions by a third party who rightfully possesses the information and does not owes TMX any duty of confidentiality.
You acknowledge that TMX has developed, compiled and otherwise obtained its Confidential Information and has incurred cost and expense in so doing and that the Confidential Information is of great value to TMX’s business. You therefore agree to hold all of the Confidential Information in strict confidence and in trust for TMX and not to publish or disclose any Confidential Information, directly or indirectly, to any person other than the Authorized Recipients referred to below.
You may disclose the Confidential Information to the following (“the Authorized Recipients”) to the extent (but only to the extent) that you need to do so in order for them to carry out any duties they owe to you: (a) members of your staff involved in the sale, installation, maintenance and repair of TMX products; (b) your legal or financial advisers; or (c) any person or body to which you are required to disclose the Confidential Information by law or by the order of a competent court or tribunal. (in the case of a disclosure under (c), you agree that you will notify us immediately, in writing, of any such required disclosure and will, so far as is possible in the circumstances, cooperate with us in opposing any such disclosure.)
You are responsible for ensuring that any Authorized Recipient to whom Confidential Information is disclosed is aware of the terms of this Agreement, and you agree to be responsible for any damage or loss we suffer or incur if any Authorized Recipient breaches any of the obligations under this Agreement.
In particular, you agree that you will keep all usernames, codes, passwords and other access restrictions for the server strictly confidential. You will issue access rights to this knowledge server only to those members of your staff who need to know the contents of the knowledge server in the course of their employment. You will immediately terminate a member of staff’s rights and ability to access the knowledge server upon their ceasing to be a member of staff, and will take suitable measures to ensure that they are unable thereafter to access the server. (For these purposes, a member of your staff includes any sub-contractor, self-employed individual, casual worker or agent you engage.)
You acknowledge that breach of your obligations under this agreement may result in damage and loss to TMX which cannot adequately be remedied in damages, and accordingly, that TMX shall be entitled to seek injunctive or other equitable relief to prevent any anticipated or further or repeated breach of this Agreement. This is in addition to any other rights or remedies we may have and in addition to our right to terminate your ability to access the knowledge server without notice if we reasonably believe that you are in breach of your obligations.