- A. Global Village provides a winter-season family and cultural entertainment destination for the enjoyment of the general public (the “Event”).
- B. The Company wishes to co-operate with Global Village to provide the Company’s part of the Event (the “Project”).
- C. Global Village wishes to ensure that the Company does not disclose and otherwise keeps Global Village’s Confidential Information confidential on the following terms.
means all Project-related business, technical and financial information related to Global Village’s business activities that is not readily available to the public which Global Village discloses to, or which is otherwise received or observed by, the Company (for example, trade secrets, know-how and information relating to technology, computer programs, customers, business plans, promotional and marketing ideas, finances, pricing, costs and other business affairs). It may be disclosed in tangible form (for example, as drawings, models, data, specifications, software and software documentation, reports, compilations, correspondence, writings and computer programs) or verbally. All such information is Confidential Information unless specified otherwise in writing. It does not apply to any information which:
- (a) was publicly available at the time it was communicated to the Company;
- (b) is or becomes publicly available through no fault of the Company; or
- (c) is independently developed by the Company (but not as a result of any disclosure or unauthorised use of any Confidential Information).
- 2.1 The Company must use the Confidential Information for no purpose other than the Project, must keep it in strict confidence and must not disclose it to any third party, except as approved in writing by Global Village.
- 2.2 The Company must only permit those of its employees or authorised representatives who have a need to know and who have signed confidentiality arrangements or are otherwise bound by confidentiality obligations at least equivalent to those contained in this Agreement to know the Confidential Information.
- 2.3 However, the Company does not breach this clause if it discloses in response to the valid order of a court or other government body, but only if it provides Global Village with prior written notice of the order.
3. Disclosure Duty
- The Company must immediately notify Global Village upon discovering any unauthorised disclosure of the Confidential Information.
4. Copying and Return
- 4.1 The Confidential Information must not be copied in any manner that is not required to accomplish the Purpose.
- 4.2 All records, including copies, of the Confidential Information remain the property of Global Village.
- 4.3 The Company will destroy all records, including copies, of the Confidential Information on expiration of this Agreement and, if Global Village requests, certify to Global Village in writing that it no longer holds any record of the Confidential Information.
5. Term and Termination
- 5.1 This Agreement will terminate on the earlier of:
- a. one calendar month after the end of the Project’s formal contractual arrangements; or
- b. if those arrangements may extend over successive Global Village seasons, one calendar month after the end of the third (3rd) season after the date of this Agreement.
- 5.2 This Agreement may be terminated by either Party giving 30 days’ notice to the other Party.
- 5.3 This Agreement’s confidentiality and non-use obligations survive its termination for 2 years after the termination date.
- 6.1 This Agreement contains the parties’ entire understanding with respect to its subject matter and supersedes all earlier arrangements, understandings and Agreements.
- 6.2 This Agreement may not be amended except in writing signed by both parties.
- 6.3 This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which, taken together, constitute one and the same document.
- 6.4 The Company may not assign or transfer any right or obligation under this Agreement without Global Village’s prior written consent.
- 6.5 The Company acknowledges that the Global Village Force software program to which the Company is given access contains valuable confidential information and the Company must not modify, reverse engineer, decompile, create other works from, or disassemble any of it without Global Village’s prior written consent.
- 6.6 The language of this Agreement is to be construed according to its fair meaning and not strictly for or against either party, without regard to which party drafted it.
- 6.7 The enforceability of the remainder of this Agreement will not be affected by any part being held to be unenforceable.
- 6.8 A waiver of a default of any term is not a waiver of any earlier default or a waiver of the term itself and a party’s performance after the other party’s default does not constitute a waiver of that default.
7. Law and Jurisdiction
This Agreement is governed by, and construed in accordance with, the laws in force in the Emirate of Dubai and the parties submit to the exclusive jurisdiction of the Courts of Dubai to determine any dispute between them.
End of agreed terms.