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Non-Disclosure Addendum

1. Non-Disclosure Agreement

This Non-Disclosure Addendum constitutes a part of the GTC and is entered into force as of the Effective Date.
“Confidential Information” mean any information, technical data, or know-how concerning either party, including, but not limited to, research, products, services, Customers, markets, business policies or practices, unreleased software, developments, inventions, processes, designs, drawings, engineering, marketing, reports and audits, business plans or finances, and the relationship between the parties as evidenced by the Agreement provided by either party to the other that are identified by the disclosing party as confidential or proprietary, or that the receiving party should reasonably understand to be confidential and proprietary.

2. Confidential Information Scope

  1. Confidential Information does not include information that:
    1. was in the public domain at the time the receiving party received it;
    2. came into the public domain after the receiving party received it through no fault of the receiving party;
    3. the receiving party received from a third party without breach of the receiving party’s or third party’s confidentiality obligations;
    4. is independently developed by the receiving party without the use of or reference to the Confidential Information; or
    5. the receiving party is required by law to disclose the Confidential Information.
  1. For the avoidance of doubt, the terms and conditions of the Agreement shall be considered Confidential information of both parties.
  2. The Customer acknowledges that Open Loyalty’s Confidential Information may contain substantial, non-public information about Open Loyalty, and the Customer is aware, and its representatives have been advised, that applicable laws prohibit any person having material, non-public information about Open Loyalty from purchasing or selling Confidential Information of Open Loyalty.

3. Confidential Information Security Standards

The Receiving Party must use the same level of care it uses to protect its own confidential information of a similar nature. It shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement. The Receiving Party shall limit access to the Confidential Information of the Disclosing Party to its employees and contractors who have signed confidentiality agreements with the Receiving Party, and who require access for purposes consistent with the Agreement. The confidentiality agreements signed by the Receiving Party's employees and contractors shall contain protections that are not materially less protective of the Confidential Information than those provided in the Agreement. Neither party shall disclose the terms of the Agreement to any third party without the prior written consent of the other party subject to the exception provided below.

4. Injunctive Relief

Both parties recognize that the Confidential Information of the other party is of a unique nature, and that the disclosing party may not have sufficient recourse in terms of monetary compensation or damages in the event of any unauthorized use or disclosure of said Confidential Information, or if such use or disclosure is imminent. Apart from any other legal, equitable, or alternative remedies that may be accessible, the disclosing party has the right to pursue injunctive relief to prevent any unauthorized use or disclosure.

5. NDA Exceptions

  1. Notwithstanding the foregoing provisions in the NDA, the parties may disclose the terms and conditions of the Agreement:
    1. as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement;
    2. in confidence to legal counsels and accountants;
    3. in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available;
    4. in connection with the enforcement of the Agreement or any rights under the Agreement, provided that reasonable measures are used to preserve the confidentiality of the Confidential Information;
    5. in confidence, to auditors, accountants and their advisors who are subject to confidentiality obligations at least as restrictive as those in this Addendum; and
    6. in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement.
  1. For any legally compelled disclosure or disclosure under a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of Confidential Information, including the terms and conditions of the Agreement. For greater certainty, nothing in this NDA will diminish a receiving party’s obligations under the Agreement to comply with applicable privacy and personal information protection laws.
  2. The Party that discloses any such information to its Affiliate, legal counsel, or accountants shall remain responsible for their compliance with the confidentiality terms outlined in this section.

6. Return or Destruction of Confidential Information

Upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession.  Both parties must immediately cease using each other's Confidential Information when GTC is terminated.