Confidentiality agreement
Orange SA whose registered office is : 78, rue Olivier de Serres – 75015 Paris, France has agreed to provide and disclose to us confidential and/or proprietary information (hereinafter the “Information”) in connection with the ISAE 3402 certification audit (hereinafter the “Project”).
Our company, duly represented by myself, applicant for a copy of a certificate of which Orange SA is the beneficiary
Undertakes to :
- Treat all Information with the same degree of care and protection that we accord our own confidential information, but in no event less than reasonable care. We will only use such Information for the exclusive purposes of the Project.
- Ensure that any person to whom such Information is disclosed in accordance with Article 3 has read the confidentiality undertakings in this Agreement.
- That such Information shall not be disclosed to any third party and shall keep confidential the existence of this Agreement, except with your prior consent, provided in the latter case that disclosure of the Information shall be made only to those directors, employees and advisors (hereinafter collectively the “Representatives”) who have a need to know such Information for the purposes of the Project and who shall agree to keep such Information confidential and to abide by the terms of this Agreement as they bind the parties hereto.
- Indemnify Orange for any damages, losses, costs or liability (including attorneys’ fees and costs of proceedings) resulting from any use or disclosure of the Information by our Representatives not authorized hereunder.
We acknowledge and agree that the Information is provided by Orange “as is” and that Orange makes no warranty, express or implied, as to the reliability or completeness of the Information.
We expressly acknowledge that our knowledge of the Information herein shall not in any way be construed as conferring upon us any express or implied right (whether by license or otherwise) in or to the materials, inventions, software or discoveries to which such Information relates. The same applies to any copyright, trademark or trade secret rights in the Information.
We undertake, at any time, upon written request from you, to return to you all the Information supplied, as well as any copies that may be made of it, or to destroy it.
This agreement is governed by French law. Any dispute relating to its existence, validity, interpretation or performance shall fall within the exclusive jurisdiction of the Paris courts.
This agreement comes into force on the date of signature, for a period of three (3) years.
The term “Information” shall mean any data, reports, recordings, photographs, notes, compilations, studies and other information disclosed directly by Orange, its representatives or agents, to our Representatives, in connection with the Project, whether such Information is disclosed orally or in writing, but excludes information:
- For which we can prove that they were in our possession on the date of signature of this agreement or prior to their disclosure by Orange.
- Which are or will become public domain, through no disclosure on our part
- Which will have been communicated to us by a third party, by right and without the intervention of Orange SA
