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eCommerce Solutions
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 Flashecom™
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In this Undertaking:
"You" and "your" means a current or prospective customer. "We" "Us" and "Our" means Flashecom, the undersigned form located at the address stated below, together with all agents, associates, associate firms and companies, their affiliates, other firms or companies including without limitation any associated company or business, and any shareholder in such companies or partner in such business; any manager, director or employee, agent, contractor, or consultant of any such party, or family member of any such party, or any other connected person. The "hosted web site" refers to the internet web site and the business that is the internet web site which is or may be hosted by Flashecom, the full name and details of which You may disclose in our service agreement. "Confidential Information" means information (in whatever format and medium and whether written or oral) directly or indirectly concerning your business together with any other information which You designate or identify as being confidential.
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Flashecom
261 E. Imperial Hwy. Suite 550
Fullerton, CA 92835
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In consideration of You disclosing or agreeing to disclose to us Confidential Information, We undertake that We:
1. Shall treat the Confidential Information disclosed by whatever means as being strictly private and confidential;
2. Shall take all reasonable measures to maintain its status as such;
3. Shall use the Confidential Information solely for the purposes of maintaining and evaluating the hosted web site (the "Permitted Purpose") with a view to our provided services (the "Proposed Transaction"), and not for any other purpose (including but without limitation to procuring any commercial advantage);
4. Shall provide You with all information, co-operation, facilities and access to enable you to perform legal, regulatory and contractual obligations prior to or after the Proposed Transaction to monitor Our observance of this Undertaking;
5. Shall not at any time disclose or allow access by any person any of the Confidential Information other than to:
5.1. Those of our directors/partners or other members of senior management who require knowledge of the Confidential Information to achieve the Permitted Purpose;
5.2. The accountant, legal adviser, programmers, designers, and other professional advisers, and solely for the purpose of soliciting their professional advice or services on the Permitted Purpose and Proposed Transaction;
5.3. Any other person You approve in writing in advance.
6.1. Shall invoke all of the persons referred to in paragraphs 5.1 to 5.3 to whom part or all of the Confidential Information is disclosed to hold it to the same level of Confidentiality incumbent on Us and with the condition that they shall not disclose it to any party except to those persons as permitted by paragraphs 5.1 to 5.3. Our obligations to invoke the confidentiality of such information shall apply mutatis mutandis to such persons and;
6.2. Shall maintain a record of entities or persons to whom any Confidential Information together with the actual information disclosed to them, and that this record is made available to You upon request;
7. Shall not reproduce the Confidential Information or any part thereof in any format or media except with Your prior written consent, and We shall whenever requested by You, immediately return or require the immediate return to You of all matter in tangible form which is part of the Confidential Information and that all copies (whether made by us or a third party) will be destroyed. On Your request We shall ensure that any third persons referred to in paragraph 5 to whom Confidential Information has been disclosed either returns to You all copies of that information or confirms in writing to You that all their copies of that information have been destroyed. We shall similarly destroy or ensure the destruction of any documents, analyses, reports, studies, compilations, and other materials prepared by Us or on our behalf which reflect on or are prepared from any of the Confidential Information;
8. Shall not disclose to any third party (except as under 5.1, 5.2 & 5.3) the fact that negotiations / discussions are taking place or have taken place concerning the Proposed Transaction or any of its terms/conditions or that Confidential Information has been made available to us or to the parties under 5.1, 5.2 & 5.3;
9. Shall promptly advise You of all access, information, co-operation, assistance, services or help provided by Your trading partners to Us, and will disclose to You in writing all information in Our possession, power or control relating to such interactions with Your trading partners.;
10. Shall not make contact or approaches of any kind to Your employees, other web sites or businesses who link to Your web site, Your trading partners, or other parties who have any arrangements with Your hosted web site or business; nor with Your suppliers nor any government or regulatory body; nor with any other person connected with Your site without Your prior knowledge and written consent.
11. Shall not from the date hereof until six months from the termination of negotiations (except in the case of completion of the Proposed Transaction between you and us) seek to entice away from your business any current link partners, advertisers, or advertising agents, or otherwise seek to interfere with your business;
12. Shall notify you promptly upon becoming aware of any unauthorised disclosure, copying, use or loss of all or any part of the Confidential Information and we accept that we shall be responsible for any breach of any of the terms of this Undertaking by us or those persons to whom we provide the Confidential Information.
13. Immediately upon sale of our Company or merger of our Company with a third party, We shall return to You all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Confidential Information.
14. Shall upon request and at our expense confirm to you by statutory declaration or in writing (at your option) our compliance with the provisions of this Undertaking.
15. We have sufficient funds or access to funds to complete the Proposed Transaction at the price at which it is advertised.
16. We are acting in this Proposed Transaction with the intent of hosting Your Business/ web site and are acting as principal and not as agent or broker for any other person or entity.
17. We shall not and have not entered into any agreement in reliance upon any representation written or oral made by anyone on Your behalf.
18. You are not responsible for nor make any representation or warranty, express or implied, with respect to the information provided in the Confidential Information; nor to its completeness, or the contents of any other document or data supplied to us in relation to this Undertaking including, without limitation, any warranty of merchantability or of fitness for a particular purpose.
19. We accept that You will not be liable for any loss or damage - including incidental loss or damage - suffered by Us as a result of You supplying the Confidential Information, in particular (but without limitation) as a result of any genuine errors or inaccuracies in any of the Confidential Information or other information supplied by You.
20. None of Your intellectual hosted web site or Your proprietary rights in the Confidential Information are transferred or licensed to us by virtue of this agreement.
21. No right or licence is granted to Us or Our advisers in relation to the Confidential Information except as set out above.
22. You (the Data Controllers) (as defined in the Data Protection Act 1998) may hold and process any data and information provided by Us. We accept that You will have unlimited rights to use such information in any way You choose including without limitation the publication of details of the Proposed Transaction after completion. We agree that you may contact us by any means including without limitation mail, SMS text messaging, e-mail, fax or telephone in relation to the Confidential Information or the Proposed Transaction.
23. Nothing contained in this Undertaking shall compel You to provide Us with information relating to You or Your Business / web site which We request. You shall be entitled at Your discretion to decline to supply Us with all or any information.
24. Nothing contained in this Undertaking shall in any way restrict our right to use, disclose or otherwise deal with any of the Confidential Information if and to the extent that at the time it was imparted to us it was in the public domain or it subsequently becomes so available, other than when it becomes publicly available as a result of a breach of this Undertaking by Us or by any person referred to in paragraph 5.1, 5.2 or 5.3.
25. Damages may be a wholly inadequate measure of loss in the event of any breach of the terms of this Undertaking and accordingly agree that in such event You shall be entitled to seek specific enforcement of these terms (by injunction or otherwise) on such terms as any Court with jurisdiction may deem just and proper.
26. At no time shall any failure by You to enforce or exercise any of Your rights under this Undertaking be construed as a waiver of Your right to exercise or enforce that - or other rights - in future.
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Ready to build an online store?
High volume seller looking to streamline?
Either way, you want a simple solution that enables you to run your business...
your way. A merely functional shopping cart won't get you there- not even close.
You need a Complete eCommerce Solution. |
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Flashecom™ Non-Disclosure Agreement
