Bulk SMS Terms and Conditions
This Non-disclosure Agreement (the “Agreement”) is entered into this [INSERT DATE] day of [INSERT MONTH 2018 by and between MOVETECH SOLUTIONS LTD, with an address at NJENGI HOUSE 2ND FLOOR, TOM MBOYA STREET N, NAIROBI (“The Service Provider and [INSERT COMPANY NAME], with an address at [INSERT ADDRESS] (the “Client”). Discloser and Recipient may each be referred to from the time to time herein as a “Party”, and may collectively be referred to herein as the “Parties”.
This agreement pertains to information Security of the database uploaded on our Bulk SMS platform.
THE PURPOSE OF THIS AGREEMENT IS FOR MOVETECH SOLUTIONS LTD HEREIN REFERRED TO AS’THE SERVICE PROVIDER’ TO REFRAIN FROM DISCLOSING INFORMATION (CLIENTELE DATABASE) REGARDING (THE CLIENT) HEREIN REFERRED TO AS ‘THE CLIENT’
In all cases, whether or not such information is designated as confidential (all such information, whether conveyed orally or in any tangible form hereafter referred to as “Confidential Information”).
NOW, THEREFORE, the parties hereto agree as follows:
- Confidential Information
- For the purposes of this Agreement, the term “Confidential Information” shall not include any portion of such information that: (i) is or becomes generally known or available by publication, commercial use or otherwise through no fault of Recipient; (ii) is known and has been reduced to tangible form by Recipient at the time of disclosure as proven by documentary evidence and is not subject to restriction; (iii) is independently developed or learned by Recipient as proven by documentary evidence; (iv) is lawfully obtained from a third party that has the right to make such disclosure as proven by documentary evidence; or (v) is made generally available by Discloser without restriction on disclosure.
- The execution of this Agreement and the existence of any business negotiations, discussions, consultations or agreements in progress between the parties shall be considered Confidential Information, unless otherwise agreed by the parties hereto.
- The Client shall use reasonable efforts to designate Confidential Information as “Confidential,” “Proprietary” or a similar designation denoting confidentiality: (i) by stamp or legend if communicated in writing or other tangible form; or (ii) orally at the time of disclosure.
- Notwithstanding the foregoing, any failure by The Client to indicate in writing or orally that a communication includes Confidential Information shall not give the Service provider the right to treat any information disclosed to the service provider in such communication as not being Confidential Information that is subject to the confidentiality restrictions set forth in this Agreement unless the totality of the circumstances under which such communication was made would compel a reasonable person to conclude that the communication could not have been made by Discloser with the intention that it would be treated as Confidential Information that is subject to the confidentiality restrictions set forth in this Agreement.
- The Service Provider shall not disclose Confidential Information to third parties without the express permission of Discloser. Information designated as Confidential Information shall remain confidential until Discloser designates it as non-confidential.
- No Disclosure
- Movetech Solutions Ltd shall hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of The Client .The service provider hall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.
- Movetech Solutions Ltd agrees to take all steps reasonably necessary to protect the secrecy of the Confidential Information and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.
- Movetech Solutions Ltd shall not, without prior written approval of The Client use for its own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Discloser, any Confidential Information. The service provider agrees not to use the Confidential Information in any way or manufacture or test any product embodying Confidential Information, except for the purpose authorized by The Client.
- Term and Termination
- The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and the client’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret, until the Confidential Information is no longer confidential, or until Discloser sends Recipient written notice releasing Recipient from this Agreement, whichever occurs first.
- The Service provider shall delete any Account(s) documents and reports, belonging to The Client in cases where the later terminates the business relationship and requests for the same.
- This Agreement will continue in full force and effect for so long as The Client continues to use our SMS Platform. This Agreement may be terminated by either party giving notice to the other by written or oral forms.
Movetech Solutions Ltd will not be liable for breach of information security from The Client. We will however ensure that all the information provided by the Client in form database is secured and only accessed by the relevant persons from our team.
- If one or more provisions in this Agreement are ruled entirely or partly invalid or unenforceable by any court of competent jurisdiction in any jurisdiction, then (a) the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected; (b) the effect of such ruling shall be limited to the jurisdiction of the court making the ruling; (c) the provision(s) held wholly or partly invalid or unenforceable shall be deemed amended, and the parties shall reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties’ intent as manifested herein; and (d) if the ruling, or the controlling principle of law or equity leading to the ruling, is subsequently overruled, modified, or amended, then the provision(s) in question, as originally set forth in this Agreement, shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.
- Governing Law
- This Agreement shall be governed by, construed and enforced solely and exclusively in accordance with the laws of the Republic of Kenya without reference to conflict of law principles. Any and all disputes under this Agreement must be brought solely and exclusively in the state courts located in the Republic of Kenya and the parties hereby irrevocably consent to the personal jurisdiction and venue of these courts. This Agreement may not be amended except by a writing signed by both parties.
- This Agreement represents the sole, final and entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior or contemporaneous agreements and communications of the parties, oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives below.
|MOVETECH SOLUTIONS LTD.