Non Disclosure Agreement
Important: By visiting www.globenet.net or www.globenet.com.br and accessing any other investor material (“Investor Portal”) you are agreeing to be bound by the following terms:
If you have recently received access to the Investor Portal and you do not agree to the terms of this Nondisclosure Agreement (“Agreement”), you must cease use of the Investor Portal and notify GlobeNet by sending an email to email@example.com.
- This Agreement shall be binding on You and any Affiliates of You. “Affiliate” means, with respect to any entity, any other entity controlled by or under common control with such entity, For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power (i) to vote fifty percent (50%) or more of the equity having voting power for the election of directors, managing general partners or managing members or (ii) to direct or cause the direction of the management and policies of a party, whether by contract or otherwise.
- In connection with the use of the Investor Portal, GlobeNet will disclose to you certain confidential or proprietary information in written or other tangible or intangible forms including without limitation, investor presentations, corporate governance information, management presentations and reports, essential contracts of the Company, financial information, pricing information, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, tapes, marketing plans, customer names and other technical, financial or business information (individually and collectively, “Information”). Your obligations hereunder shall extend to Information that is described in this paragraph and relates to GlobeNet Cabos Submarinos S.A., (“Company”) or any of its Affiliates, parent company, or subsidiaries, or that although not related to the Company, is nevertheless disclosed, and that should reasonably have been understood by you, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the disclosing Party.
- You understand that the Information, which it may receive concerning the Company’s future plans, is tentative and is not intended to represent firm decisions by the Company concerning the implementation of such plans. Company does not make any warranty as to the sufficiency, validity, correctness or reliability of such Information. Information provided hereunder, by the Company to you, does not represent or imply any commitment beyond the express terms of this Agreement.
- With respect to Information received from the Company under this Agreement, you shall
a. hold such Information in confidence;
b. restrict disclosure of the Information solely to you employees, agents and contractors with a need to know such Information, provided that all such persons shall be made reasonably aware of the confidential nature of the Information and bound to protect such Information from unauthorized use and disclosure under the terms of a similar written agreement;
c. use the Information only as intended;
d. not copy or otherwise duplicate such Information or knowingly allow anyone else to copy or otherwise duplicate such Information, and any and all copies shall bear the same notices or legends, if any, as the originals; and
e. on request, promptly return to the Company all Information in a tangible form or certify to the disclosing Party that it has destroyed such Information.
- This Agreement shall apply to all Information relating to the Company disclosed by the Company under this Agreement indefinitely. The duty to keep the Information confidential shall continue indefinitely.
- In the event of a breach of any of the foregoing provisions, you agree that the harm suffered by the Company would not be compensable by monetary damages alone and, accordingly, that the Company shall, in addition to other available legal or equitable remedies, be entitled to seek an injunction against such breach.
- Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information.
- Nothing in this Agreement shall obligate the Company to disclose any particular information to You.
- This Agreement shall benefit and be binding upon you and their respective subsidiaries, affiliates, successors and assigns.
- The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.
- The failure of Company to assert any claim or right regarding the obligations under this Agreement, in any one or more instances, shall not constitute a waiver of such claim or right with respect to future performance of such obligations.
- This Agreement shall be governed by and construed in accordance with the laws of the State of New York, irrespective of choice of law principles. This Agreement shall not be amended or modified except by the Company.