Confidentiality Agreement

Confidentiality Agreement

Last modified: October 27, 2021

This Confidentiality Agreement is intended to formalize your commitment to maintain strict and complete secrecy regarding the Confidential Information that is provided to you by any means.

By accessing and using 2clix Systems, you agree to the terms of this Agreement:

2clix reserves the right to modify this Confidentiality Agreement at any time, without prior notice. Your use of the System after such modifications constitutes your agreement to follow and be bound by this Confidentiality Agreement as amended. The date of the last revision of this Confidentiality Agreement is shown at the beginning of this document.

DEFINITION

Representatives: For all purposes of this Agreement, the term “Representatives” shall mean officers, appointees, directors, attorneys-in-fact, employees, service providers, consultants, including, without limitation, lawyers, accountants and financial advisers, it being understood that, for the purposes of this Agreement, only those who actually have access to the Confidential Information shall be considered Representatives.

Confidential Information

1. For the purposes of this Agreement, Confidential Information shall mean any and all information relating to the 2clix System, as well as all information provided by 2clix, whether past, present or planned, including its business plans, services, fees, concepts, methodologies, projects, budgets, corporate and governance structures, services, business activities, marketing plans, commercial conditions, data, information relating to customers, suppliers, employees, development programs, strategies to be implemented, costs, negotiations, sales activities, promotions, financial data and statements, profits, financing methods, plans, product specifications, software, database infrastructure technologies, onboarding and training for the 2clix systems, market studies and information, customer lists, programs, applications, source code, design, know-how, processes, machines, financial statements, corporate structure, strategies, business and other information relating to 2clix that is or has been provided to you and your Representatives (as defined below), whether in writing, orally, electronically or by any other means. The following shall also be considered Confidential Information under this Agreement:
2. all and any communications and negotiations that take place between 2clix and you regarding the use of the System;
3. the very existence of this Agreement; and
4. the fact that 2clix has sent you Confidential Information, as well as the terms, conditions or other facts related to 2clix and/or the use of the System.

The following shall not be considered Confidential Information

1. information that, at the time of disclosure, is already in the public domain;
2. information that is or becomes available to you as non-confidential information from a source other than 2clix, provided that such source is not prohibited from disclosing such information, whether such prohibition arises from a legal, contractual or any other obligation; and
3. information whose disclosure is required by any authority, whether by court order or administrative request, in which case you shall, as soon as possible after becoming aware of such order or administrative request, send written notice to 2clix through the communication channels available on the official website
   https://www.2clix.com.br.
   If, in the situation described here, you are required to disclose Confidential Information, you shall disclose only the portion of the Confidential Information that is legally required and shall use your best efforts to obtain confidential treatment for any Confidential Information disclosed, in strict accordance with this Agreement and applicable law.

USE OF CONFIDENTIAL INFORMATION

1. You shall not disclose to third parties or make public, whether in writing or verbally, the content of this Agreement or the negotiations related to the use of the System, and you expressly agree to keep in strict confidence and absolute secrecy all Confidential Information.
2. You undertake to disclose Confidential Information only to your Representatives who strictly need access to it and are essential for the evaluation and/or verification of Confidential Information for the purposes of using the System.
3. You agree to obtain from your Representatives unconditional confirmation that they have accepted the terms and conditions set out in this Agreement.
4. You shall treat the Confidential Information with the same care and diligence that you use for your own confidential documents.
5. Any unauthorized disclosures or losses of materials containing Confidential Information shall be immediately reported to 2clix through the communication channels available on the official website
   https://www.2clix.com.br.

EXCLUSIVE PURPOSE

1. You undertake to maintain the confidentiality of the Confidential Information and to use it strictly within the scope of the use of the System, and you shall not disclose, transmit, reveal or make the Confidential Information available to third parties, except to your Representatives, in any manner and for any reason, for purposes other than those agreed, especially for commercial purposes.
2. Any and all material, study and/or report produced by you based on the Confidential Information shall be the exclusive property of and for the exclusive use of 2clix.

BREACH OF THIS AGREEMENT

1. Failure to comply with any of the confidentiality obligations agreed herein shall subject you to liability and to compensating 2clix for the amount corresponding to any direct or indirect losses or damages arising from any breach by you of the obligations set forth in this Agreement or from any unauthorized use or disclosure of Confidential Information by you or your Representatives.

GENERAL PROVISIONS

1. This Agreement is valid and binding upon you for a period of three (3) years from the date of your acceptance.
2. The obligations assumed by you do not depend on any other authorizations relating to other agreements or contracts that may have been entered into between you and 2clix, nor on any other acts or facts related to such agreements or contracts.
3. Any communication made as a result of this Agreement is protected by the confidentiality provisions set out herein. Each communication shall only be deemed effective when delivered by electronic message and the receipt by its recipient(s) has been confirmed.
4. This Agreement shall be governed by and interpreted in accordance with the laws of the Federative Republic of Brazil and, in the event of any disputes or controversies arising from it, such matters shall be resolved in the courts of the Judicial District of São Paulo, State of São Paulo, to the exclusion of any other, however privileged it may be.