WHEREAS, we the undersigned___________________________________, having our principal place of business/ registered office at __________________________________, hereinafter referred to as the Custodian of ICD/ CFS/ ACU/ Port _________, are desirous of establishing connectivity with the Central Board of Excise & Customs (CBEC) data center for the purposes of electronic data interchange(hereinafter called the said 'Connectivity') and,
WHEREAS, the Custodian is aware and confirms that the information, software, hardware, businessdata, architecture schematics, designs, storage mediaand other documents made available by DG (Systems), CBEC in the documents during theprocess of establishing connectivity and thereafter, or otherwise (confidential information for short) is privileged and strictly confidential and/or proprietary toDG (Systems), CBEC.
NOW THEREFORE, in consideration of the foregoing, the Custodian agrees to all of the following conditions, in order to enable DG (Systems) to grant the Custodian specific access to DG (Systems)’sconfidential information, property, information systems, network, databases and other data as may be required in the process of establishing connectivity.
IT IS HEREBY AGREED AS UNDER:
a) The CUSTODIAN agrees to hold in trust any confidential information received by the CUSTODIAN, as part of the connectivity process or otherwise, and the CUSTODIAN shall maintainstrictest of confidence in respect of such confidential information. The CUSTODIAN also agrees:
(i)to maintain and use the confidential information only for the purposes ofestablishing connectivity and only as permitted by DG (Systems),CBEC;
(ii)to only make copies as specifically authorized by the prior written consent of DG (Systems), CBEC and with the same confidential or proprietary notices as may be printed or displayed on the original;
(iii)to restrict access and disclosure of confidential information to such of their employees, agents, consultants andrepresentatives strictly on a "need to know" basis, to maintain confidentiality of the confidential information disclosed to them in accordance with this clause; and
(iv)to treat confidential information as confidential unless and until DG (Systems), CBEC notifies the Custodian of release of its obligations in relation to the said confidential information.
b) Confidential information does not include information which:
(i)the CUSTODIAN knew or had in its possession, prior to disclosure, without limitation on its confidentiality;
(ii)is independently developed by theCUSTODIAN without breach of conditions under this agreement;
(iii)information in the public domain as a matter of law;
(iv)is received from a third party not subject to the obligation of confidentiality with respect to such information;
(v)is released from confidentiality with the written consent of DG (Systems), CBEC.
The CUSTODIAN shall have the burden of proving hereinabove are applicable to the information in the possession of theCUSTODIAN.
c) Notwithstanding the foregoing, the CUSTODIANacknowledges that the nature of activities to be performed as part of the Connectivity processmay require the CUSTODIAN’s personnel to be present on premises of DG (Systems) or may require the CUSTODIAN’s personnel to have access to software, hardware, computer networks, databases and storage media of DG (Systems) while on or off premises of DG (Systems). It is understood that it would be impractical for DG (Systems) to monitor all information made available to the CUSTODIAN’s personnel under such circumstances and to provide notice to the CUSTODIAN of the confidentiality of all such information. Therefore, the CUSTODIAN agrees that any technical or business or other information of DG (Systems)that the CUSTODIAN’s personnel,representatives or agents acquire while on DG (Systems) premises, or through access to DG (Systems) computer systems or databases while on or off DG (Systems) premises, shall be deemed confidential information.
d) Confidential information shall at all times remain the sole and exclusive property of DG (Systems).
For and on behalf of:_______________________ (CUSTODIAN)
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