Recipient shall protect such Confidential Information from disclosure to others, using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care.  Recipient may disclose Confidential Information received hereunder to (i) its Affiliates who agree, in advance, in writing, to be bound by this Agreement, and (ii) to its employees and independent contractors, and its Affiliates’ employees and independent contractors, who have a need to know, for the purpose of this Agreement, and who are bound to protect the received Confidential Information from unauthorized use and disclosure under the terms of a written agreement.  Confidential Information shall not otherwise be disclosed to any third party without the prior written consent of the Owner.

The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that:

     (a)   Was publicly known at the time of Owner’s communication thereof to Recipient;

     (b)   Becomes publicly known through no fault of Recipient subsequent to the time of Owner’s communication thereof to Recipient;

     (c)   Was in Recipient’s possession free of any obligation of confidence at the time of Owner’s communication thereof to Recipient;

     (d)  Is developed by Recipient independently of and without reference to any of Owner’s Confidential Information or other information that Owner disclosed in confidence to any third party;

     (e)   Is rightfully obtained by Recipient from third parties authorized to make such disclosure without restriction; or

     (f)   Is identified by Owner as no longer proprietary or confidential.

In the event Recipient is required by law, regulation or court order to disclose any of Owner’s Confidential Information, Recipient will promptly notify Owner in writing prior to making any such disclosure in order to facilitate Owner seeking a protective order or other appropriate remedy from the proper authority.  Recipient agrees to cooperate with Owner in seeking such

order or other remedy.  Recipient further agrees that if Owner is not successful in precluding the requesting legal body from requiring the disclosure of the Confidential Information, it will furnish only that portion of the Confidential Information which is legally required and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

All Confidential Information disclosed under this Agreement (including information in computer software or held in electronic storage media) shall be and remain the property of Owner.  All such information in tangible form shall be returned to Owner promptly upon written request or the termination or expiration of this Agreement, and shall not thereafter be retained in any form by Recipient, its Affiliates, or any employees or independent contractors of Recipient or its Affiliates.

No licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied by this Agreement. Neither Party is obligated under this Agreement to purchase from or provide to the other Party any service or product.

.  Except upon mutual written agreement, or to affiliated firms, or as may be required by law, neither Party shall in any way or in any form disclose the existence or terms of this Agreement, the discussions that gave rise to this Agreement or the fact that there have been, or will be, discussions or negotiations covered by this Agreement.

The Parties acknowledge that Confidential Information is unique and valuable, and that disclosure in breach of this Agreement will result in irreparable injury to Owner for which monetary damages alone would not be an adequate remedy.  Therefore, the Parties agree that in the event of a breach or threatened breach of confidentiality, the Owner shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond.  Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

This Agreement: (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any prior such agreements with respect to further disclosures concerning such subject matter; (b) may not be amended or in any manner modified except by a written instrument signed by authorized representatives of both Parties; and (c) shall be governed and construed in accordance with the laws of the United States and Sierra Leone without regard to its choice of law provisions.

During the period of this agreement and three (3) years after such termination or expiration, with respect to any identified project to which the Parties have entered into a subsequent written document, arrangement or alliance shall not (a) directly or indirectly act, participate or assist in any effort which is in any way or degree competitive with the joint PACA and its subsidiaries effort to provide the Services; (b) directly or indirectly compete or act independently of the PACA and its subsidiaries as a contractor, subcontractor, affiliate, subsidiary or partner in conjunction with any other contractor, subcontractor, affiliate, subsidiary or partner in an effort to circumvent, interfere with or undermine the joint PACA and its subsidiaries effort to provide the services.  The geographical limits of this non-compete/non-circumvention shall stretch throughout the US and internationally. The protections of this Section shall extend to any subsequent modification, extension, renewal, or additional task order made in connection with the original identified project as indicated herein during the term of this Agreement. PACA and its subsidiaries shall be entitled to seek injunctive relief to prevent the other Party from violating this non-compete, non-circumvention obligation with respect to any Identified Project or any subsequent contractual arrangement, which is subject to the protections of this Section.

IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed by its duly authorized representative.

By ticking the check box you fully understand and agree to the Terms and Conditions of this Non-Disclosure Agreement.