Outsourcing Services Agreement

It should be noted that this example is not intended, and is not to be regarded as, a definitive
statement of best practice and is not intended to constitute professional advice or a substitute for
professional advice.
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4.1 For purposes of this Agreement, the term "Proprietary Information"
shall mean all of the information, data and software furnished by one party to
the other, whether in oral, written, graphic or machine-readable form, which may
include but not be limited to, code, software tool specifications, functions and
features, integration and shared data block specifications, financial
statements, corporate and stock information, file layouts, marketing strategies,
business, product or acquisition plans, current business relationships or
strategies and customer lists. "Proprietary Information" shall not include
information which: (a) is or becomes available to the general public through no
fault of either party; (b) is independently developed by non-disclosing party;
(c) is rightfully received by the non-disclosing party from a third party
without a duty of confidentiality; or (d) is required to be disclosed by court
order or operation of law. Before disclosing any Proprietary Information under
court order or operation of law, the non-disclosing party shall provide the
disclosing party reasonable notice and the opportunity to object to or limit
such disclosure.
4.2 Each party acknowledges that, in and as a result of visit(s) to the
other party's facilities and/or discussions with a party's officers and
employees, a party shall or may be making use of or acquiring Proprietary
Information. As a material inducement to disclose such Proprietary Information,
each party covenants and agrees that it shall not, except with the prior written
consent of the other party, at any time directly by itself or indirectly through
any agent or employee: (i) copy, modify, disclose, divulge, reveal, report,
publish or transfer to any person or entity, for any purpose whatsoever, any
Proprietary Information or (ii) use Proprietary Information for any purpose
other than in connection with the consummation of the Proposed Transactions.
Failure to mark any of the Proprietary Information as confidential, protected or
Proprietary Information shall not affect its status as part of the Proprietary
Information under the terms of this Agreement.
4.3 Each party covenants and agrees that all right, title and interest in
any Proprietary Information shall be and shall remain the exclusive property of
the disclosing party.
5. RETURN OF MATERIALS. Upon termination of the activities for CBT or the
termination of this Agreement, each party will promptly deliver to the other all
copies and embodiments, in whatever form, of Proprietary Information and all
other materials containing any Proprietary Information, which is in such party's
possession or control, no matter where such material is located.
6. OWNERSHIP RIGHTS. Except as expressly set forth on any Statement of Work, all
right, title and interest in and to all products, services and materials
provided to CBT by NaviSite under this Agreement shall be and remain the
property of NaviSite exclusively. CBT shall have no right, title or interest in
or to any products, services or materials except as expressly set forth in this
Agreement. NaviSite retains shall retain all rights and title to any and all
capital improvements and intellectual property it utilizes or contributes to the
Data Centers or as part of the Services.
7.1 This Agreement shall commence on the Effective Date and continue in
full force and effect for three (3) years and the term of this Agreement may,
Outsourcing_V1#07.indd 219 16-12-2004 14:00:49
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