In consideration of our relationship as a potential or active supplier to you, the Client, and the fees received in connection therewith, Groupe Le Chiffre inc. acknowledges, understands, and agrees as follows:
- Groupe Le Chiffre inc. acknowledges that as a result of the relationship with the Client, we will acquire information concerning certain matters which are confidential to the Client, which information is hereby deemed to be the exclusive property of the Client including, without limitation: Information concerning the Client’s practices, operations, procedures, policies, budget, products, financial information, pricing and sales policies, techniques and concepts, costing information, in respect to services provided or to be provided by the Client to its customers and clients; names, addresses, buying habits and preferences of customers and clients of the Client and names and addresses of suppliers of the Client and prices charged by suppliers.
- Groupe Le Chiffre inc. acknowledges that the information referred to in paragraph (1) could be used to the detriment of the Client and/or the Client’s customers and suppliers. Accordingly, Groupe Le Chiffre inc. agrees to treat confidentially all information and agrees not to disclose it to any third-party either during the relationship, for any reason, except with the written permission of the Client. Groupe Le Chiffre inc. agrees that the unauthorized disclosure of any such information during our relationship with the Client constitutes just cause for immediate termination of the relationship by the Client.
- It is acknowledged that Groupe Le Chiffre inc. will have access to all personal information in your custody that we require to complete our engagement. Our services are provided on the basis that:
- You represent to us that you have obtained any required consents for collection, use, and disclosure to us of personal information required under applicable privacy legislation; and
- Groupe Le Chiffre inc. agrees that as soon as notice of termination of the relationship has been given to or by the Client, Groupe Le Chiffre inc. shall deliver up to the Client all books, records, printouts, lists, notes, and other documents or copies thereof relating to the business of the Client or of the Client’s customers and suppliers which may be in Groupe Le Chiffre inc.’s possession or directly or indirectly under our control, provided that Groupe Le Chiffre inc. may retain a backup copy of all client documents and work product for our archival purposes.
- Groupe Le Chiffre inc. agrees that the covenants contained in this Agreement shall survive the termination of the relationship. All of the restrictions contained herein are reasonable and valid, and Groupe Le Chiffre inc. hereby waives all defenses to the strict enforcement thereof by the Client.
- Groupe Le Chiffre inc. agrees that the remedy of law for any breach of the provisions hereof may be inadequate and that in the event of such breach the Client shall be entitled to make an application to the appropriate court for temporary and/or permanent injunctive relief against me, without the necessity of proving actual damage.