Vetrush desires to keep you as a self-governing contractor for its translation services (the “advantage”) and with respect to the advantage, Vetrush has revealed, and may reveal further to you various confidential information such as technical and business insights that Vetrush wants you to consider as confidential.
“Confidential Information” refers to any information revealed by Vetrush to You both indirectly or directly in writing, verbally or by assessment of substantial materials (including, without restriction, product plans, research, products, equipment, services, customers, software, markets, inventions, designs, processes, hardware configuration information, drawings, finance and marketing documents, samples, prototypes, data sets, and Vetrush’s plant and tools), regardless if the information not classified as “confidential” when disclosed.
Confidential Information may also refer to the third party information that comes under Vetrush’s authorization and is revealed to You according to this Agreement.
Confidential Information will not, however, refer to any information that the user can establish (i) was well-known among public or made accessible generally without any requirement of confidentiality before Vetrush’s disclosure to You; (ii) was well-known among public or made normally accessible without a requirement of confidentiality before Vetrush’s disclosure to You via no activity or inactivity from You; or (iii) is in Your legal ownership without any confidentiality requirement when disclosed by Vetrush to You as displayed by Your then-contemporaneous transcribed documents and records reserved during the usual conduct of business.
If you are legally required to reveal any confidential information, except pursuant to a confidentiality agreement, you will give Vetrush immediate written notice about any such disclosure and provide full aid to Vetrush for acquiring a protective order or other accurate solution. If Vetrush renounces your compliance with this Agreement or is unable to acquire a protective order or any other accurate solution, You will provide only that part of the confidential information that must be disclosed legally, on condition that any revealed confidential information will sustain its confidentiality protection for all requirements except for such legally compelled disclosure.
You are not authorized to utilize any Confidential Information for any reason other than to assess and involve in the performance of services with respect to the Advantage. You will not reveal any confidential information or allow any confidential information to be revealed, neither directly or indirectly, to any third party until or unless authorized by Vetrush itself through a written consensus. You are also not required to reveal information or allow the revelation of confidential Information to its employees, other than, who falls under the Section 3 below, You may reveal confidential information to the authorized employees or professionals including lawyers, accountants who needs the information to assess or involve in the performance of services with respect to the Advantage, on condition that certain employee must have signed a nonuse and nondisclosure agreement. You are not required to derive or duplicate the design, make amendments, deconstruct, or reverse engineer any software, prototype or other substantial materials that incorporate the confidential information. You are not required to lodge any patent application(s) consisting or established on, entirely or partially, any Vetrush’s confidential information.
You are required to take appropriate actions to prevent unauthorized disclosure and protect the privacy of the Confidential Information. You are required to take at least certain precautions, or actions to protect its highly crucial confidential information without restricting any proceedings. You cannot make copies of any of the confidential information unless it’s permitted or allowed by the Vetrush in written. In any situation of unauthorized or possible unauthorized disclosure of confidential information, you are required to promptly notify Vetrush.
This agreement will not compel any of the parties to proceed with any tradeoff between each other, and each party retains their rights, in its individual preference, to discontinue the bargains or involvement of services with regard to this agreement relating to the Advantage. This agreement will not be interpreted to limit the Vetrush’s disclosure or use of its own Confidential Information.
Every Confidential Information is described “as is”. Vetrush holds no warranties, implied, express or otherwise, related to the completeness, accuracy or performance of any confidential information, or regarding non-infringement or other breach of any intellectual property rights of You or any other third parties.
All files and other substantial materials carrying or reflecting Confidential Information and all extracts or copies of the document or information obtained from there that comes under authorization or power of You will be considered and stay under the authority of Vetrush and will be immediately given back to Vetrush or destroyed (with evidence of such destruction), upon Vetrush’s request.
This agreement is not expected to permit any rights to You under Vetrush’s intellectual property rights, nor this agreement permits You any rights over the Confidential Information other than explicitly expressed in this Agreement.
Your obligations under this Agreement shall sustain till prior to: i) Two years from the date you terminate the performance of services with respect to the Advantage; or ii) till a certain time when all the Confidential Information revealed hereunder qualifies as exceptions to private information provided in Section 2.B through inaction or action of You.
You accept that any breach or insusceptible breach of this Agreement will lead to irreversible damage to Vetrush, allowing Vetrush to acquire legal or equitable remedies without proving or exhibiting any evident damage and without any bond needed to be posted.
Vetrush does not desire to acquire any confidential information from You, and Vetrush presumes no commitment, either indicated or implicit, with regards to any information disclosed by You to Vetrush. Any plans, ideas, recommendations, directions or other information revealed by You connected to the Confidential Information and any intellectual property rights corresponding to the proceedings will be entirely considered “Feedback”. You accept to permit and hereby allow to Vetrush a perpetual, nonexclusive, loyalty free, irrevocable, worldwide license (with the right to authorize sublicenses and grant) to have made, make, utilize, import, sell, offer for sale, reproduce, amend, distribute, adapt, prepare copied works of, perform, display and otherwise exploit this Feedback without constraint.
The agreement can be modified by Vetrush at any time. Thus, look for changes regularly. In case, you do not agree to the Platform’s modified terms, you must stop using the service.
The Agreement impacts the relationship between you and Vetrush. It will not create any 3rd party beneficiary rights.
In case you fail to comply with the agreement, we won’t take action right away. This, however, doesn’t mean that any right we may have is given up by us. (For instance, taking any future action).
In case a specific term cannot be enforced, this won’t affect any further terms.
You may not transfer, assign, or delegate any of the agreement’s portion without Vetrush’s written consent. Vetrush may transfer, assign, or delegate any of the agreement’s portion without or with notice to you. Any attempt by you to delegate, transfer or assign this agreement without prior permission of Vetrush will be void and null.