This agreement is between the person, business or organization contracting Unified Systems Ltd to provide products or services, herein referred to as "CLIENT", and Unified Systems Ltd, herein referred to as "USL." The Parties hereby agree to the following terms as they relate to the disclosure of information considered proprietary and confidential by the CLIENT.
USL is in a business arrangement related to the provision of products and services for the CLIENT. USL may at times receive or come into contact data from CLIENT to (a) prepare and submit a quotation for the CLIENT concerning the cost of providing these services, (b) perform the various tasks, techniques and procedures to provide these products or services and (c) diagnose and alter these products and services to meet the needs of the CLIENT.
At no time from the date of this agreement shall USL directly or indirectly disclose, sell or give any information it receives from the CLIENT to any person, firm, or corporation, or use the information for its own benefit, except for the purpose described above, without the express written consent of the CLIENT.
This Agreement shall not apply to USL's information or materials which (a) have been or subsequently are, through no fault of USL, disclosed in a publicly available source; (b) are now in the rightful possession of USL free of any obligation of confidentiality; (c) have been or subsequently are rightfully disclosed to USL by any third party free of any obligation of confidentiality; (d) are independently developed by USL without reference to, or misuse of, information or materials provided by the CLIENT; or (e) USL is required to disclose to the extent required by any regulatory authority, court of competent jurisdiction acting in pursuance of its powers, or government agency lawfully requesting the same. With regard to subparagraph (d), the CLIENT shall have the burden of proving by a standard as established by a court of competent jurisdiction evidence that such development was made independently without reference to, or misuse of, the CLIENT'S information or materials.
Should any dispute arise from or relate to matters covered by this Agreement, the parties agree first to attempt to resolve the matter in confidential, private meetings between the parties. If this fails to produce a mutually satisfactory resolution, the parties shall, as an alternative to litigation, enter into legally binding arbitration. The parties understand that these methods shall be the sole remedy for any controversy or claim arising out of the matters covered by this Agreement and expressly waive their right to file a law suit or claim against one another for such disputes, except to enforce arbitration decision or the provisions of this paragraph.