CONFIDENTIALITY AGREEMENT
THROUGH THE ELECTRONIC SIGNATURE MADE BY “THE SUPPLIER” ON THIS PORTAL, THE SUPPLIER ACCEPTS AND ACKNOWLEDGES THE CONFIDENTIALITY AGREEMENT EXTENDERED BY CONSULTORIA B&I SC AND WHICH IS AIMED TO PROTECT THE CONFIDENTIALITY AND SAFETY OF INFORMATION SHARED BETWEEN CONSULTORIA B&I SC AND THE SUPPLIER. CONSULTORIA B&I SC AND “THE SUPPLIER” AGREE TO BE SUBJECT TO THE TENOR OF THE FOLLOWING CLAUSES:
C L A U S E S:
1: DEFINITION OF CONFIDENTIAL INFORMATION. For the purposes of this Agreement, the Parties agree to define the term Confidential Information (hereinafter “Confidential Information”). The exchange of information pursuant to this document will be reciprocal. Therefore, either party may be (“the Disclosing Party”) or (“the Receiving Party”). Confidential Information will include any information that is transmitted between the parties, that is, any verbal, observational, written, coded, graphic, magnetic, electronic information contained in any kind of support, which may include, but is not limited to, operability. of the Disclosing Party, processes and best practices, customer names, industrial and commercial secrets maintained by any of the Parties, as well as discoveries, ideas, concepts, knowledge, techniques, designs, specifications, policies, quotes, marketing plans, rates , plans, flow charts, data, computer programs, costs, prices, business lists, customer and supplier lists, operations manuals, as well as all types of technical, financial, accounting, corporate, legal, commercial, advertising and of other types and, in general, all information of industrial or commercial application.
2: CONFIDENTIALITY OBLIGATIONS. In this act, the Parties agree that any Confidential Information that a Reporting Party provides to the other Receiving Party must be, in all cases and without exception, treated as confidential and, therefore, they undertake not to disclose or communicate the Confidential Information to any natural or legal person of any nature, without the express consent of the Reporting Party. The previous obligation also applies in cases where, due to error or carelessness of the Reporting Party, the Receiving Party obtains Confidential Information, this in any way will be considered part of the Confidential Information.
In the event that for any reason the Receiving Party intends, desires or has the need to provide Confidential Information to one or several natural or legal persons of any nature, it may do so only to the extent essential to carry out the Object; limiting its disclosure to entities or people who have a need to know said information to carry out the Object. The Receiving Party undertakes that whenever the Confidential Information is in its possession, and with the exception of normal uses or those essential to carry out the Object, not to copy or duplicate it, as well as to make its best effort to that no third party does so; provided that any of the Parties, in their capacity as Reporting Party, may request the Receiving Party, at any time, to return their Confidential Information that had been received in tangible form; or be destroyed if it was received electronically. The Receiving Party undertakes NOT to USE the Confidential Information, other than to carry out the Object.
3: OBJECT is understood as the purpose of the project for which this confidentiality agreement is being carried out, which consists of auditing THE SUPPLIER under the guidelines and needs required by the audit program to which THE SUPPLIER will be subject.
4: EXCEPTIONS. Confidential Information will not be considered as such, under this Agreement, in the following cases: When it concerns information revealed to government authorities in compliance with laws and/or regulations, or by duly founded and motivated express order of a competent authority, whether judicial or administrative. When it concerns information independently developed by the Receiving Party, or legally received without any restriction from another source. When it involves information that is or is in the public domain, without breach of this agreement. When prior to the date of disclosure to the Receiving Party, said information was duly in the possession of the Receiving Party, free of any restriction.
5: AUTHORIZED RELEASE. The Receiving Party may disclose the Confidential Information to its employees, officers, directors, advisors, external advisors and agents whenever this is strictly necessary for the purposes of the Purpose; with the understanding that each employee, officer, director, director, advisor or agent who receives the Confidential Information must be bound with respect to it, under the same terms and conditions established in this Agreement. The Parties must train their employees, officers, directors, advisors, external advisors and agents in relation to the use and care that they must maintain regarding the Confidential Information, as well as make them aware of the scope of the confidentiality obligations contained herein. Agreement. It will be the obligation of the Receiving Party to notify the Party in writing, within a period of no more than 3 (three) business days, of any circumstance that is verified and/or that could constitute a breach under this Agreement.
6: AUDIT CONTENT. THE SUPPLIER accepts that CONSULTORIA B&I SC shares the information, documents, findings and results obtained from the audit process of which is specified in the OBJECT of this agreement, the management and disclosure of this information will be for the exclusive use of THE OBJECT.
7: NO COMMITMENT. Nothing stipulated in this Agreement, nor during any of the negotiations, nor the disclosures made in terms of this Agreement, shall be considered as a commitment or obligation of THE SUPPLIER to engage in any business relationship, contract, or future negotiations with the other part.
8: PROCESSING OF PERSONAL DATA. The object of this Contract involves the need to access data that can be considered personal, with respect to the people who intervene directly or indirectly in the fulfillment of the object of this Contract, therefore, the Parties will be responsible for the processing of said information, complying with the provisions of the Federal Law on Protection of Personal Data Held by Private Parties, the Law of Transparency and Access to Public Information of the State of Nuevo León and other applicable regulations, limiting itself to using said data, solely and exclusively for the purposes that appear in this Contract. Both parties declare that they have the necessary technical and administrative measures to guarantee the security of personal data, as well as the information that will be provided by any of them, with the aim of avoiding its alteration, loss, treatment or unauthorized access. authorized. This applies security levels according to the nature of the data and information involved.
9: VALIDITY. The Parties agree that this Agreement will have an indefinite duration. Likewise, they agree that when they no longer have any contractual relationship between the Parties, the effects and scope of this Agreement will continue to be valid and valid for a period of 3 (three) additional years in which their registration process is carried out. audit.
10: RESPONSIBILITY. In the event that any of the Parties, including their respective employees, officers, directors, advisors, external advisors and agents, fail to comply with any of the provisions of this Agreement, they undertake to pay the injured Party ALL expenses, damages and losses. that such non-compliance causes, regardless of other legal actions that may arise due to violation of intellectual and/or industrial property rights.
11: AUTHORIZATION THE SUPPLIER accepts that the name of his company and logos may be used by CONSULTORIA B&I SC to be published on its website, whether required by the Object of the project or by reference to other projects.
12: ASSIGNMENT. Neither Party may assign or transmit its rights and obligations under this Agreement without the prior written authorization of the other party.
13: HEADERS. All headings contained in each of the Clauses of this Agreement will be used solely for reference purposes, without having any legal value. Only the express text of each Clause will be considered for the purposes of determining the obligations of each of the Parties in accordance with this Agreement.
14: APPLICABLE LAW AND JURISDICTION. For everything related to the interpretation, compliance and execution of this Agreement, the Parties in this act agree to submit to the Federal Civil Code and the competent Courts in Monterrey, Nuevo León, expressly waiving the jurisdiction that may correspond to them due to their present domicile or future.
Consultoria B&I SC / PROLOGIX