U.S./Canada

Cisco Systems (“Cisco”) is willing to provide to You (hereinafter referring to the person and legal entity, and employees, agents, and/or independent contractor(s) under your direction and/or control, and sometimes referred to Your), and You wish to receive, certain confidential information as defined below, including, but not limited to, the list of information from which individuals can be identified (“List”) which You may access.

1. LIMITED USE: Subject to the terms and conditions of this Agreement, Cisco hereby grants You a non-exclusive, one-time, non-transferable, internal-use, limited license to use the List solely for the purpose identified in the List (“Purpose”). You agree that the List is the exclusive and valuable property and Confidential Information of Cisco.

2. DEFINITION OF CONFIDENTIAL INFORMATION: You hereby agree that information, whether or not included in the List, disclosed by Cisco and/or any Cisco affiliates, subsidiaries, employees and/or agents to You regarding customer or employee names and personal details, prospect names and personal details, contests, promotions, trade shows and other like events, products and related information, finances, marketing plans, business opportunities, personnel, research and development activities, know-how and any other information, including but not limited to information learned by You from Cisco employees, agents or through inspection of Cisco’s property, that relates to the aforementioned items or third-party confidential information disclosed to You by Cisco, the existence and terms and conditions of this Agreement, will be considered and will be referred to collectively as “Confidential Information.”

3. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION: You will not disclose, publish or disseminate Confidential Information to anyone other than those of Your employees, agents and/or independent contractor(s) under Your direction and/or control with a need to know or as otherwise authorized by Cisco in writing, and You agree to take all reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. You shall have entered into non-disclosure agreements with such employees and contractors having obligations of confidentiality and security as strict as those herein prior to disclosure to them.

4. COMPLIANCE WITH LAWS AND REGULATIONS: You shall comply with all applicable laws and regulations and shall refrain from engaging in any behaviour which renders or is likely to render Cisco in breach of same. Without limiting the generality of the foregoing, You shall comply with all applicable laws in the United States and outside the United States, including without limitation the applicable data protection and privacy laws in the country or countries where the data is collected or held or otherwise processed which shall include but not be limited to the European Directives on Data Protection (95/46/EC), and concerning the processing of personal data and the protection of privacy in the electronic communications sector (2002/58/EC), and the United Kingdom Data Protection Act 1998, (all of which shall be referred to as “applicable laws”).

5. REPRESENTATIONS AND WARRANTIES: You represent and warrant to Cisco that You have implemented all requisite processes and systems for the protection and security of the privacy and confidentiality of Confidential Information including but not limited to, customer data and the management and administration of customer data inquiries including but not limited to “opt-out,” “opt-in” and “unsubscribe” specifications, data access requests, data rectification requests and all like requests in compliance with all applicable laws.

6. SECURITY OF CONFIDENTIAL INFORMATION: You shall use all technical, physical and organizational measures necessary

6.1 to prevent unauthorized persons from gaining access to Confidential Information and to data processing systems by which Confidential Information is processed (“access control”);
6.2 to prevent Confidential Information from being read, copied, modified or removed without authorization (“storage control”);
6.3 to prevent unauthorized input into the memory and the unauthorized examination, modification and erasure of stored Confidential Information (“memory control”);
6.4 to prevent Confidential Information and data processing systems from being used by unauthorized persons with the use of data transmission facilities (“user control”);
6.5 to prevent Confidential Information from being read, copied, modified or erased without authorization during the transmission of the Confidential Information or the transport of storage media (“transfer control”);
6.6 to ensure efficient and effective processing of all customer data inquiries including but not limited to "opt-out" and “unsubscribe” specifications, data access requests, data rectification requests and all like requests (“customer data inquiries”); and
6.7 to ensure proper customer identification prior to processing customer data inquiries (“customer identification”).

7. DATA DESTRUCTION AND REPORTING: Upon completing data entry/capture of Confidential Information, You shall proceed to destroy original sources of Confidential information including but not limited to hardware and software product registration cards, change of address requests, do-not-solicit requests, direct marketing program responses, fulfillment program information, direct marketing program responses, and any other information captured from ad hoc programs. Under no circumstances shall You store original sources of Confidential Information for more than three (3) months following completion of services. You shall provide Cisco with regular reports on data destruction in a format and on a schedule to be mutually agreed upon by the parties.

8. INDEMNIFICATION: You acknowledge and agree to be responsible for Your actions and the actions of any of Your employees, agents and/or independent contractor(s) under Your direction and/or control or any other third parties with whom You have contracted, under all applicable laws. You agree to indemnify, keep indemnified, hold harmless and, upon Cisco's request, defend Cisco and its directors, officers, employees, shareholders and agents from and against any and all damages, liabilities, expenses, claims, fines and losses of any type, including without limit reasonable attorneys' fees, in connection with, arising out of or relating to, in whole or in part Your failure (or the failure of any employee, contractor or agent of Yours) to comply with the applicable laws or Your breach of the this Agreement.

9. NO LICENSE TO CONFIDENTIAL INFORMATION: Cisco shall retain all right, title and interest to its Confidential Information. No license under any trademark, patent or copyright, or application for same, which are now or hereafter may be obtained by Cisco is either granted or implied by the disclosure of Confidential Information.

10. DISCLAIMER: CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITH ALL FAULTS. IN NO EVENT SHALL CISCO BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION.

None of the Confidential Information disclosed by Cisco constitutes any representation, warranty, assurance, guarantee or inducement by it to Customer with respect to the infringement of trademarks, patents, copyrights, any right of privacy, or any rights of third persons.

11. AUDIT: Cisco shall have the right to inspect and audit Your use of the List to ensure compliance with this Agreement. In addition and without notice, Cisco shall have the right to monitor Your use of the List by using computer control methods and/or placement of seeded names and addresses, and You hereby consent to such monitoring techniques, including access to Your computer systems which may be required for such purposes.

12. WAIVER OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL CISCO OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR STATUTORY DAMAGES, INCLUDING ANY LOST DATA OR LOST PROFITS, RELATED TO THIS AGREEMENT.

13. LIMITATION OF LIABILITY: IN NO EVENT WILL CISCO’S CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, EXCEED DIRECT DAMAGES IN AN AMOUNT OF $10,000.

14. EXPORT: You acknowledge that the Confidential Information disclosed under this Agreement may be subject to export controls under the laws of the United States and other countries, including but not limited to the countries of the European Union. You shall comply with such laws and agree not to knowingly export, re-export or transfer Confidential Information without first obtaining all required authorizations or licenses.

15. TERM: This Agreement shall continue from the Effective Date until terminated by Cisco upon thirty (30) days’ written notice to You of its intent to terminate this Agreement. Notwithstanding such termination, Sections 3, 4, 5, 8, 9, 10, 16 and 17 shall survive termination or expiration of this Agreement.

16. RETURN OF CONFIDENTIAL INFORMATION: Upon written request by Cisco, You shall: (i) immediately cease using the Confidential Information, (ii) return the Confidential Information and all copies, notes or extracts thereof to Cisco within seven (7) business days of receipt of request and (iii) upon request of Cisco, confirm in writing that You have complied with the obligations set forth in this paragraph.

17. GENERAL: The parties hereto are independent contractors. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable.

If any term of this Agreement shall be held to be illegal or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect.

This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of California and the United States, without regard to the conflicts of laws provisions thereof. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.

This Agreement represents the entire agreement of the parties hereto pertaining to the subject matter of this Agreement, and supersedes any and all prior oral discussions and/or written correspondence or agreements between the parties with respect thereto.