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Local Country Addendum and the exhibits
<br />attached hereto and thereto supersede all prior
<br />agreements and understandings between the
<br />Parties with respect to such subject matter. This
<br />Master Agreement, Service Addendum and
<br />Local Country Agreement may only be amended
<br />by a written instrument signed by all Parties to
<br />this Agreement.
<br />29. Affiliates
<br />Each Party shall ensure that each of its affiliates
<br />accepts and complies with all of the terms and
<br />conditions of this Master Agreement, each
<br />Service Addendum and Local Country
<br />Agreement as if each such affiliate were a party
<br />to this Master Agreement, each Service
<br />Addendum and Local Country Agreement.
<br />30. Construction
<br />The Parties agree that this Master Agreement is
<br />the result of careful negotiations between
<br />sophisticated parties and thus any principle of
<br />construction or rule of law that provides that an
<br />agreement shall be construed against the drafter
<br />of the agreement in the event of any
<br />inconsistency or ambiguity in such agreement,
<br />shall not apply to the terms and conditions of
<br />this Master Agreement. The headings of
<br />Sections in this Master Agreement are provided
<br />for convenience only and will not affect its
<br />construction or interpretation. All words used in
<br />this Agreement will be construed to be of such
<br />number as the circumstances require. The
<br />words "include" or "including" do not limit the
<br />preceding words or terms.
<br />31. Attorneys' Fees and Court Costs
<br />Except as otherwise set forth herein, each Party
<br />shall be responsible for its own attorneys' fees
<br />and any court costs.
<br />32. Non -Disclosure of the Terms of the Master
<br />Agreement, Service Addendums and Local
<br />Country Agreement
<br />Except as otherwise required or permitted under
<br />Applicable Laws, the Parties agree not to
<br />disclose the terms of this Master Agreement,
<br />any Service Addendum and Local Country
<br />Agreement to any other person or entity.
<br />33. Confidentiality
<br />All Confidential Information as defined below,
<br />and all materials containing them, are
<br />confidential and will remain the exclusive
<br />property of Barada or Client, as applicable
<br />(hereinafter "Owner"). Except as is necessary to
<br />perform each Party's respective obligations
<br />under the terms and conditions of this
<br />Agreement or as otherwise provided in a specific
<br />Barada Master Service Agreement
<br />service addendum, or to adhere to Applicable
<br />Laws, the receiving Party will hold Owner's
<br />Confidential Information in strict confidence, and
<br />will not sell, use, reproduce, disclose, publish or
<br />distribute the Confidential Information, or any
<br />materials containing them, and will take actions
<br />reasonably necessary to protect Confidential
<br />Information. Receiving Party's obligations
<br />regarding Confidential Information, as defined
<br />below, are effective during the term of this
<br />Agreement and for one (1) years from the date
<br />of termination thereof, regardless of cause.
<br />Confidential Information means: any customer
<br />list and pricing, supplier list and costs, contract,
<br />proposal, technical and non -technical data,
<br />formula, pattern, design, compilation, computer
<br />program, software, device, invention, method,
<br />technique, drawing, process, product information
<br />and plan, service information and plan, research
<br />and development, financial information and plan,
<br />knowledge, information, product improvement
<br />plan and process improvement plan which
<br />derives actual or potential independent
<br />economic value from not being generally known
<br />to and not being easily ascertainable by proper
<br />means by other persons who can obtain
<br />economic value from disclosure or use thereof,
<br />and is treated as confidential by Owner; and any
<br />information that has been disclosed to Owner by
<br />a third party that Owner is obligated to treat as a
<br />confidential.
<br />Confidential Information does not include any
<br />information that is already known to the
<br />receiving Party at the time it is disclosed; or
<br />before being sold, used, reproduced, disclosed,
<br />published or distributed by receiving Party, has:
<br />become generally known to the public through
<br />no wrongful act of receiving Party; been rightfully
<br />received by receiving Party from a third party
<br />without restriction on disclosure and without
<br />breach of an obligation of confidentiality running
<br />directly or indirectly to Owner; been approved for
<br />release to the general public by a written
<br />authorization of Owner, been independently
<br />developed by receiving Party without use,
<br />directly or indirectly, of Confidential Information;
<br />or been furnished to a third party by Owner
<br />without restrictions on the third party's right to
<br />sell, use, reproduce, disclose, publish or
<br />distribute the information.
<br />Notwithstanding anything to the contrary herein,
<br />in no event will Barada be required to destroy,
<br />erase or return any consumer information,
<br />including without limitation consumer reports
<br />and investigative consumer reports, in Barada's
<br />Confidential and Copyright 2017 Barada Associates Inc.
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