Effective Date: June, 2018
This Confidential Information Agreement (hereinafter, NDA) expressly states that all information that You (hereinafter, the Client) delivers through the www.hcmfront.com system to HireFront SpA, (hereinafter HCMFront) is considered Confidential Information.
You, when you request, subscribe or use the Services that HCMFront offers through its website www.hcmfront.com (hereinafter, "The Site"), accept Terms and Conditions of Services, which are perfected through this NDA .
For purposes of this Agreement, "Confidential Information" includes all types of information and / or ideas of any kind, tangible or intangible, related in any way to any negotiation and / or project, including all information whose unauthorized disclosure or disclosure may cause harm to the interests of any of the Parties even when said information has not been expressly defined as confidential.
Only for exemplary purposes, and without the following enumeration being exhaustive or importing a limitation, the Confidential Information includes, among other matters:
a) all written, graphic, computational, electronic or any other information related to operations, sales, marketing, legal aspects, financial and economic situation, including documents, files, financial statements, accounting information, contracts, reports, memoranda and any other information related to the Client, its partners, shareholders or related persons. For the purposes of this Agreement, related persons shall be understood as those indicated in article 100 of Law No. 18,045 on the Securities Market;
b) all types of information related to past, present or future events or circumstances, stored or not stored in any physical medium, transmitted or known verbally or in writing, related to the object, business or operations of The Client and / or any of its affiliated or related companies, their suppliers, customers, and workers, including but not limited to contracts, agreements, associations or any kind of legal, financial or commercial relationship with third parties; designs and samples of packaging, packaging, products or services, of any kind, class, or type, whether or not currently marketed or projected by The Client or its subsidiaries and / or related; any antecedent, documentation or technical, technological data; strategies, marketing plans, price information and / or financial; all invention, industrial or intellectual property right, methodology implemented or projected, know how, models, drafts, sketches, drawings, photographs, software in execution or not, equipment, machinery, facilities, volumes and production schemes, etc .; and
c) all information related to any negotiation and / or project, whether or not it is specified as confidential.
1. Do not reveal Confidential Information to any third party, unless: a. This third party is obliged to keep discretion in terms equal to those agreed in this instrument; and b. This is strictly necessary to achieve the purpose that justified the disclosure of said Confidential Information.
2. Not to use for advertising, propaganda or promotion purposes, or to reveal in any way the Confidential Information, as well as reports, projects, results, memorandums, agreements, analyzes, projects, ideas or reports in which the use of Confidential Information has been necessary. its preparation, unless there is express written authorization from The Client.
3. Under no circumstances will it be understood that the receiving Party will acquire a license, domain or intellectual or industrial property over the Confidential Information, for the sole fact of being aware of it or having it disclosed to it.
1. Internal use: The Client is authorized to make the internal use he deems appropriate of all types of information provided by HCMFront, whether for his own analysis, decision making, internal communication, or as he deems appropriate. In turn, HCMFront will use the Confidential information provided by The Client for the mathematical work and modeling to improve the analysis and work capacity of the HCMFront.com system, being of its property and for its use and enjoyment, any function, mathematical model , algorithm, identified from the work with the data delivered.
2. External use: If the Client decides to communicate externally the information provided by HCMFront, he must have authorization from the latter and refer the source of the information. In turn, HCMFront will use the Confidential Information provided by The Client to enhance its methodological and statistical work, being able to use its information, in an aggregated manner and protecting its source, to provide feedback on the operation of the system, generate automated benchmarking and / or feed reports and / or graph of grouped data.
It is recorded that The Client is willing to disclose to the other party Confidential Information of its property to the extent that the receiving Party complies with the terms of the Agreement, and that it will extend the obligations referred to in the Third Clause above to any material, note, summary, report, memorandum, agreement, analysis, plan, project, idea or report developed or negotiated together, by agreement or commitment of both, arising or arising from the disclosure of Confidential Information.
In addition, HCMFront acknowledges that any breach of this Agreement, its terms and conditions by any of them or their authorized representatives, could irreparably harm The Client. For this reason, the Client and HCMFront agree that, in case of breach of this Agreement, both the Client and HCMFront shall be entitled to fair compensation in addition to other legal actions deemed appropriate.
1. Any information that is public knowledge or at any time after the date of access becomes public knowledge, provided that it is not as a result of a breach of this Agreement.
2. That information that was legally and in advance of being supplied, in possession of HCMFront without obligation of confidentiality.
3. That information that has been revealed or delivered to HCMFront by third parties without obligation of confidentiality;
4. That information that is required by the authority, to the extent that HCMFront is legally required to disclose it. Notwithstanding the foregoing, HCMFront must inform The Client, in writing and as soon as possible, of such circumstance, so that the latter, at its exclusive charge and cost, may immediately evaluate said disclosure need and adopt all the necessary measures to ensure due protection of the confidentiality of Confidential Information.
5. That information that has been developed internally by HCMFront without making use of the Confidential Information.
This Agreement will last for the duration of the commercial contract established between the parties, and the conditions of this are subject to the expressed in www.hcmfront.com. Any change in this Agreement will be notified in advance to the Clients and / or Users.
The termination of the agreement does not exempt HCMFront from maintaining the confidentiality on the "Confidential Information" already known, during the 12 (twelve) months following the cessation of the commercial relationship between the parties.
This Agreement will be governed by the laws of the Republic of Chile and for legal purposes that are pertinent, the Parties fix their domicile in the city and commune of Santiago.
Any difficulty or controversy that may arise between the Parties regarding the application, interpretation, duration, validity or execution of this Agreement, its complementary documents or modifications, or for any other cause related to this Contract, will be submitted to arbitration according to the Procedural Regulations. of Arbitration of the Arbitration and Mediation Center of Santiago, in force at the time of request.
The arbitration must be carried out in a single instance before an arbitrator who will have the character of a mixed one, that is, he will rule in law according to the Chilean legislation and will have the faculties of arbitrator regarding the procedure.
For these purposes, the parties confer irrevocable special power to the Chamber of Commerce of Santiago AG, so that, at the written request of any of them, it may appoint the mixed arbitrator from among the members of the arbitration body of the Arbitration and Mediation Center of Santiago. . Each of the parties shall have the optional right to challenge, without expression of cause and only once, the arbitrator appointed by the Chamber of Commerce of Santiago A.G.
There will be no appeal against the arbitrator's decisions, which is why the parties expressly renounce them. The arbitrator shall be specially empowered to resolve any matter related to his competence and / or jurisdiction.
This Agreement is subscribed digitally, by subscribing a company at www.hcmfront.com accepting the service conditions.