To safeguard the confidentiality of the client, Editly and all Editly editors commit to operate under the ensuing non-disclosure agreement:
Non-disclosure Covenant for Editly Editors
This Non-disclosure Covenant (the “Covenant”) is forged by and between the chief offices at Editly (“Disclosing Entity”) and you, as an Editly editor (“Receiving Entity”), with the intent of preventing the unauthorized dissemination of Confidential Data as outlined below.
Both entities consent to form a confidential association concerning the exposure of certain proprietary and classified data (“Confidential Data”).
1. Interpretation of Confidential Data
For the purposes of this Covenant, “Confidential Data” shall encompass all data or material that holds or could hold commercial significance or other utility in the industry in which the Disclosing Entity and its patrons are involved.
2. Exceptions from Confidential Data
The obligations of the Receiving Entity under this Covenant do not pertain to data that is: (a) publicly acknowledged at the time of exposure or subsequently becomes publicly acknowledged without any fault of the Receiving Entity; (b) unearthed or created by the Receiving Entity prior to the disclosure by the Disclosing Entity; (c) acquired by the Receiving Entity through legitimate means other than from the Disclosing Entity or its representatives; or (d) is disseminated by the Receiving Entity with the Disclosing Entity’s prior written consent.
3. Duties of Receiving Entity
The Receiving Entity shall maintain and protect Confidential Data in the strictest secrecy for the sole and exclusive benefit of the Disclosing Entity. The Receiving Entity shall prudently limit access to Confidential Data to employees, contractors, and third parties as is reasonably necessary and shall necessitate those individuals to sign non-disclosure restrictions at least as protective as those in this Covenant.
The Receiving Entity shall not, without the prior written consent of the Disclosing Entity, utilize for its own advantage, publicize, replicate, or otherwise expose to others, or permit the use by others for their advantage or to the detriment of the Disclosing Entity, any Confidential Data.
The Receiving Entity shall promptly return to the Disclosing Entity any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Data if the Disclosing Entity requests it in writing.
4. Duration
The non-disclosure stipulations of this Covenant shall outlive the termination of this Covenant, and the Receiving Entity’s obligation to hold Confidential Data in confidence shall persist until the Confidential Data no longer qualifies as a trade secret.
5. Associations
Nothing contained in this Covenant shall be construed to establish either party to be a partner, joint venture, or employee of the other party for any purpose.
6. Severability
If a court deems any provision of this Covenant invalid or unenforceable, the remainder of this Covenant shall be interpreted so as best to effectuate the intent of the parties.
7. Integration
This Covenant expresses the comprehensive understanding of the parties concerning the subject matter and supersedes all preceding proposals, covenants, representations, and understandings. This Covenant may not be amended except in writing and signed by both parties.
8. Waiver
The failure to exercise any right provided in this Covenant shall not be a waiver of prior or subsequent rights. This Covenant and each party’s obligations shall be binding on the representatives, assigns, and successors of such party. Each party has signed this Covenant through its authorized representative.
9. Contact
Should you have any queries or concerns about this non-disclosure covenant, please reach us at legal@editly.ai.