Panel Supply Partners
Terms & Conditions
Last updated: 01 August 2020
1.0 Supply Partners – General Agreement Terms
2.0 Responsibilities of each Party
Neither party may charge the other any fees relating to the activities in scope of this Agreement without prior written approval. Both parties agree to provide the other with at least 30 days’ written notice of changes to any of the assets, links, URLs or processes.
Glow’s responsibilities are:
- The hosting of brand and website assets on its platform as provided by the Company;
- Project Management and Execution of the Onboarding activities;
- The redirecting of panellists from Company databases back to the redirect URLs provided on the conclusion of surveys;
- To document and share agreed processes with the Company.
The Company’s responsibilities are:
- To share of suitable brand content to include on the Glow platform and website;
- Provision of responses to surveys to support non-commercial Tests set out in this Agreement;
- To provide adequate technical, operational and marketing support to facilitate the Onboarding activities;
- To develop and maintain its own commercial agreements, relationships and billing with its clients and/or customers.
Term and Termination
The Initial Term of this Agreement is 12 months. This Agreement will automatically roll (“Rollover”) to a new Term of 12 months each year if it is not terminated at least 30 days prior to the conclusion of the current Term. Either party may Terminate this Agreement with 30 days’ written notice.
On Termination of this Agreement:
- The Company’s integration assets will be removed from the Glow platform within 30 days of the date of Termination
- Each party must return, destroy or remove Intellectual Property and Confidential Information as defined in the Non-Disclosure Agreement appending this document.
Mutual Non-Disclosure Agreement
- In connection with the evaluation or pursuit of certain mutually beneficial business opportunities, Engagement Innovation Pty Ltd (“Glow“) and the Supply Partner (“Company“) may disclose valuable confidential information to each other relating to their respective operations and businesses.
- Glow and the Company would like to protect the confidentiality of, maintain their respective rights in and prevent the unauthorised use and disclosure of such information.
Both parties agree as follows:
1.0 Confidential Information. As used in this Non-Disclosure Agreement (“NDA”), “Confidential Information” means all information of either party that is not generally known to the public, whether of a technical, business or other nature, that is disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) or that is otherwise learned by the Receiving Party in the course of its discussions or business dealings with, or its physical or electronic access to the premises of, the Disclosing Party, and that has been identified, either orally or in writing, as being proprietary and/or confidential or that would reasonably be deemed to be confidential based upon the nature of the circumstances surrounding its disclosure or receipt.
Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether in oral, written, graphic or machine-readable form):
- discoveries, ideas, concepts, know-how, methodologies, processes, business practices;
- software in various stages of development;
- project specifications, decision processes, profiles, system and management architectures, diagrams, graphs, models, sketches;
- data structures, databases, models, technical data and research;
- marketing techniques and materials, marketing and development plans and procedures;
- business or financial information, plans, strategies, forecasts, forecast assumptions;
- price lists; and
- all notes, analyses and studies prepared by Receiving or Disclosing Party
2.0 Use and Ownership of Confidential Information. The Receiving Party, except as expressly provided in this NDA, will not disclose Confidential Information to anyone without the Disclosing Party’s prior written consent. In addition, the Receiving Party:
- will not use, or permit others to use, Confidential Information for any purpose other than for the limited purpose or purposes for which the disclosure of the Confidential Information is originally made and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this NDA;
- will not reproduce Confidential Information, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party;
- will not create any derivative works from Confidential Information; and (iv) will not reverse engineer, decompile or disassemble any software code.
The Receiving Party will take all reasonable measures to avoid disclosure, dissemination or unauthorised use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature. All Confidential Information will remain the exclusive property of the Disclosing Party, and the Receiving Party will have no rights, by license or otherwise, to use the Confidential Information except as expressly provided for in this NDA or in a separate written agreement specifically granting such rights.
3.0 Exceptions. The provisions of Section 2 will not apply to any information that:
- is or becomes publicly available without breach of this NDA;
- can be shown by documentation to have been known to the Receiving Party prior to its receipt from the Disclosing Party;
- is rightfully received from a third party who did not acquire or disclose such information by a wrongful or tortious act or in breach of an obligation of confidentiality;
- can be shown by written documentation to have been developed by the Receiving Party without reference to or use of any Confidential Information.
Disclosures to Governmental Entities. The Receiving Party may disclose Confidential Information where required by law or regulation; or in response to a valid order of a court or other governmental entity, provided that the Receiving Party shall give written notification to the Disclosing Party of such requirement with reasonable time to allow the Disclosing Party to contest the same and then only to the minimum extent of disclosure so required. The Receiving Party will use its reasonable best efforts to assure confidential treatment for any Confidential Information that is so disclosed.
4.0 Compliance with Laws; Exportation/ Transmission of Confidential Information. Both parties will comply with all applicable international, national and local statutes, rules and regulations.
5.0 Receiving Party Personnel. The Receiving Party will restrict the possession, knowledge, development and use of Confidential Information to its employees, agents, subcontractors and entities controlled by or controlling it (collectively, “Personnel”) who have a need to know Confidential Information in connection with the purposes set forth in Section 2. The Receiving Party’s Personnel will have access only to the Confidential Information they need for such purposes. The Receiving Party will take all necessary actions to ensure that its Personnel are aware of the confidentiality of the Confidential Information and are aware of and agree to comply with the confidentiality requirements of this NDA and will promptly notify the Disclosing Party of any breach of this NDA.
6.0 Return of Confidential Information. Upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy (or, delete, in the case of electronic embodiments) all tangible material embodying Confidential Information (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) in its possession or under its control.
7.0 Injunctive Relief. The Receiving Party acknowledges that disclosure or use of Confidential Information in violation of this NDA could cause irreparable harm to the Disclosing Party for which monetary damages may be difficult to ascertain or an inadequate remedy. The Receiving Party therefore agrees that the Disclosing Party will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this NDA without posting bond, or by posting bond at the lowest amount required by law.
8.0 Limited Relationship. This NDA will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent contractor and not as an agent of the other party for any purpose, and neither will have the authority to bind the other.
9.0 Cumulative Obligations. Each party’s obligations are in addition to, and not exclusive of, any and all of its other obligations and duties to the other party, whether express, implied, in fact or in law.
10.0 Entire NDA. This constitutes the entire NDA between the parties relating to the matters discussed herein and supersedes all prior oral and written understandings with respect to any information disclosed or received under this NDA. This NDA may be amended or modified only with the mutual written consent of the parties.
11.0 Term and Termination. The parties shall hold all Confidential Information disclosed in confidence during the term of this NDA and for two (2) years. This NDA shall be effective as of the latest date on which it has been executed by both of the parties (the “Effective Date”) for a term of one (1) year; provided, however, that each party’s obligations with respect to the other party’s Confidential Information disclosed or received prior to termination or expiration will survive until such Confidential Information ceases to be Confidential. This Agreement may be terminated at any time upon written notice to the other party.
12.0 Nonwaiver. Any failure by either party to enforce the other party’s strict performance of any provision of this NDA will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this NDA.
13.0 Governing Law. This NDA will be governed by the laws of Victoria, Australia, without reference to its choice of law rules. This NDA may be executed in counterpart copies, and, in the absence of an original signature, faxed signatures will be considered the equivalent of an original signature. Each party waives its right to a jury trial for any claims that may arise out of this NDA. If a provision of this NDA is held invalid under any applicable law, such invalidity will not affect any other provision of this NDA that can be given effect without the invalid provision. Further, all terms and conditions of this NDA will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect.
14.0 Notices. Any notice, consent, demand or request required or permitted by this NDA shall be made by email to the agreed representative of each party. When to Glow, this shall be sent to: email@example.com