Ferno’s distributor agreement 2018

WHEREAS
(A) Ferno’s distributor agree to provide some emails of his property, which Ferno’s distributor is willing to disclose to Witness ADV on the terms set out below
 (B) Witnes ADV is willing to accept the emails list of his propertyon those terms and to use the Proprietary Information only for the purpose of upload the list to the platform and send those emails (“the Permitted Purpose”).
NOW IT IS AGREED AS FOLLOWS
1. “Confidential Information” means any and all information whether commercial or technical relating to the business of Owner, including without limitation, to the email list, know-how, data, processes, designs, photographs, drawings, specifications, software programs, and samples, which is marked with an indicator such as “Confidential” or “Proprietary”, but excluding information which:
1.1 is or comes into the public domain otherwise than by disclosure or default by the Witness ADV;
1.2 was or is lawfully obtained or available from a third party who was lawfully in possession of the same and free to disclose it; or
1.3 was already known to Witness ADV, as evidenced by written record pre-dating such disclosure.
2. In consideration of Owner disclosing Proprietary Information, Witness ADV hereby undertakes for the period of the campaign + 1 year from the date of this Agreement
2.1 to keep confidential all Proprietary Information that it may acquire in any manner;
2.2 to use such Proprietary Information, exclusively for the Permitted Purpose and not to use the Proprietary Information for the Witness ADV’s own purposes or benefit;
2.3 not to disclose such Proprietary Information to anybody, except to  authorised employees or other agents of Witness ADV, who need to have access to the Proprietary Information for the purpose of carrying out their duties in connection with the Permitted Purpose ;
2.4 to inform everybody to whom it discloses Proprietary Information, that it is confidential and obtain their agreement to keep it confidential on the same terms as this Agreement;
2.5 to keep safe any email list, drawings, documents, samples or materials provided on loan by Ferno’s distributor, not to reproduce, part with possession of, modify or otherwise interfere with such items, to return them immediately upon Ferno’s distributor request and in any event spontaneously when no longer required for the purposes of this Agreement;
2.6 to notify Ferno’s distributor immediately upon becoming aware of any breach of confidence by anybody to whom Witness ADV has disclosed the Information and give all necessary assistance in connection with any steps which Owner may wish to take to  prevent, stop or obtain compensation for such breach or threatened breach.
3. Nothing in this Agreement shall be deemed to grant to Ferno’s distributor a licence expressly or by implication under any patent, copyright or other intellectual property right.  Witness ADV hereby acknowledges and confirms that all existing and future intellectual property rights relating to the Ferno’s distributor Information are the exclusive property of it.  Witness ADV will not apply for or obtain any intellectual property protection in respect of the Proprietary Information.  All intellectual property rights relating to any email list, drawings, documents and work carried out by Witness ADV (whether past, present or future) using the Proprietary Information will belong to and will vest in Ferno’s distributor.  Witness ADV will do all such things and execute all documents necessary to enable Ferno’s distributor to obtain, defend or enforce its rights in such drawings, documents and work.
4. This Agreement is governed by and will be construed in accordance with North american law and is subject to the non-exclusive jurisdiction of the North American.

Last revision in October 2018