NONDISCLOSURE TERMS
These Nondisclosure Terms (the “Terms”) are a legal agreement entered into by and between Kroll Associates, Inc. (“Kroll”) and the potential channel partner (“Partner”). These Terms govern the Partner’s access to and use of the materials on Kroll’s Partner Portal located at partnerportal.Kroll.com (the “Partner Portal”). These Terms are effective on the date Partner clicks the “I Accept” button associated with these Terms (the “Effective Date”). These Terms permit the Partner to access the Partner Portal and review the materials on the Partner Portal including without limitation the deal registration terms posted in the Partner Portal, as updated by Kroll from time to time (the “Deal Registration Terms”) and the Kroll Cyber Program Guide posted in the Partner Portal, as updated by Kroll from time to time (the “Program Guide”).
BY CLICKING THE "I ACCEPT” BUTTON ASSOCIATED WITH THESE TERMS, PARTNER (OR ITS AUTHORIZED AGENT, IF APPLICABLE) EXPRESSLY AND EXPLICITLY ACKNOWLEDGES AND AGREES THAT THIS IS A BINDING AGREEMENT AND PARTNER HEREBY AGREES TO THESE TERMS. IF YOU ARE AN EMPLOYEE OR OTHER REPRESENTATIVE ACCEPTING THESE TERMS ON BEHALF OF PARTNER, YOU HEREBY REPRESENT AND WARRANT TO KROLL THAT YOU ARE (A) AUTHORIZED TO ENTER INTO THESE TERMS ON BEHALF OF PARTNER; AND (B) YOU ARE OVER 18 YEARS OLD. IF PARTNER DOES NOT ACCEPT THESE TERMS, YOU AND PARTNER MAY NOT ACCESS THE PARTNER PORTAL.
Confidential Information - For purposes of these Terms, "Confidential Information" shall be defined as non-public, confidential and/or proprietary information made available by Kroll on the Partner Portal, including, but not limited to the Deal Registration Terms and the Program Guide. Confidential also includes non-public, confidential and/or proprietary information relating to Kroll’s clients and potential clients, including without limitation the identity, needs, budgets and/or requirements of those clients and potential clients as well as Kroll’s proposed offerings and pricing for those clients and potential clients, that is provided by or on behalf of Kroll or such clients. Confidential Information includes analyses, compilations, studies or other documents prepared by Partner that contain or otherwise reflect such Confidential Information.
Limitations of Use - All information (including without limitation Confidential Information) made available by Kroll on the Partner Portal shall remain the sole property of Kroll, and Partner shall use reasonable and appropriate measures to maintain Confidential Information in confidence, shall use Confidential Information only in connection with the Purpose hereof, and shall use reasonable and appropriate measures to prevent the unauthorized use of Confidential Information, which measures shall not be less than those measures employed by Partner in protecting its own similar confidential and proprietary information. The Confidential Information may be disclosed by Partner only to employees, and consultants under Partner’s control, reasonably requiring Confidential Information in connection with the Purpose (“Representatives”), provided that all Representatives have been informed that the information is Confidential Information subject to protection and handling in accordance with these Terms and are obligated to protect such information in a manner at least as protective as provided herein. Partner is responsible for all Representatives’ use and disclosure of the Confidential Information. The obligations of Partner under these Terms shall not apply to information (whether identified as Confidential Information or otherwise) which: (i) at the time of disclosure is in the public domain; (ii) after disclosure hereunder becomes part of the public domain otherwise than through a breach of these Terms or violation of applicable law or obligation of confidentiality by Partner; (iii) was known to Partner prior to receipt from Kroll, provided that such prior knowledge can be adequately substantiated by Partner and was not a result of violation of applicable law or obligation of confidentiality; (iv) is disclosed to Partner by a third party (other than employees or agents of either Kroll or Partner) which, in making Confidential Information available to Partner, is not in violation of any obligation of confidentiality to Kroll; or (v) is developed by Partner independently of a disclosure made under these Terms without reference or use of any Confidential Information.
Disclosure - If Partner is required by legal or regulatory process to disclose the Kroll’s Confidential Information, Partner shall provide to Kroll prompt written notice of such requirement, to the extent legally permissible, so that Kroll may seek a protective order or other appropriate remedy and Partner shall provide reasonable cooperation therewith. Whether such protective order or other remedy is obtained, Partner shall disclose only that part of Kroll’s Confidential Information that is legally required to be disclosed.
No Other Rights - Except as provided herein, no right or license or contract whatsoever, either express or implied, is granted to the Partner pursuant to these Terms under any patent, patent application, copyright, trademark, mask work, trade secret, or other proprietary right now or hereafter owned or controlled by Kroll, and no future employment or other relationship is promised, expressed or implied, hereunder.
No Warranty - TO THE EXTENT THAT KROLL’S CONFIDENTIAL INFORMATION IS PROVIDED HEREUNDER, CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". KROLL MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR CORRECTNESS OF ITS CONFIDENTIAL INFORMATION.
Return of Materials - Upon the written request by Kroll, Partner shall return all originals and copies of Kroll’s Confidential Information, except for such retention as may be required by applicable law, regulation, or legal process and/or in connection with routine data back-ups on Partner’s computer systems and as required by Partner’s document retention policies and procedures, provided that Partner shall continue to maintain any such retained Confidential Information in confidence in accordance with these Terms. Upon the written request by Kroll, Partner shall confirm in writing that such Confidential Information has been returned or destroyed, pursuant to the foregoing retention exceptions.
Term - These Terms shall remain effective until such time as these Terms are superseded by a definitive agreement between Kroll and Partner that includes confidentiality terms protecting the Confidential Information provided or made available under these Terms. In addition, the obligation of Partner regarding Confidential Information disclosed pursuant to these Terms shall be maintained for a period of five (5) years from the date of disclosure thereof, except with respect to trade secrets, which will be protected by Partner for as long as the confidentiality of such trade secrets is maintained.
Remedy - Partner acknowledges that the unauthorized use or disclosure of Kroll’s Confidential Information could cause irreparable harm to Kroll and that monetary damages would be inadequate compensation for any breach of these Terms. Accordingly, Partner agrees that Kroll shall be entitled to seek injunctive relief or other equitable relief in addition to any other remedy it may have at law or in equity against the threatened breach of these Terms or the continuation of any such breach.
Choice of Law; Jury Waiver - These Terms shall be governed by the laws of the State of New York. Kroll and Partner, on behalf of itself and its affiliates, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to these Terms. The foregoing waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. Kroll and Partner, on behalf of itself and its affiliates, each agree not to include any employee, officer or director of the other party or its affiliates as a party in any such action or proceeding.
