By use of this website and In exchange for receiving education and training from Addis Intellectual Capital (AIC) in the course of employment with a member agency of the Beyond Insurance Global Network, herein "MEMBER AGENCY," I, herein "RECIPIENT" agree to the following terms and conditions:
1. ACKNOWLEDGEMENT OF CONFIDENTIAL INFORMATION:
a. "Confidential Information" within the context of this agreement means: (a) certain materials developed by AIC relating to the management of an Insurance agency, including client development, client relationship management, client retention, employee enthusiasm, and client risk management (herein "AIC materials" and (b) the methods of using the AIC Materials (herein "AIC know how").
b. RECIPIENT agrees that the Confidential Information is extremely important and valuable to AIC and its unauthorized use or disclosure will cause irreparable harm to AIC.
c. RECIPIENT agrees that all Confidential Information, including tangible information such as drawings, specifications, diagrams, descriptions, data, samples and other material pertaining to Confidential Information and obtained from or through AIC shall remain the property of AIC.
d. "Confidential Information" and "AIC know how" shall not include any information, methods, or processes that: (i) were generally known to the public prior to disclosure to RECIPIENT or thereafter become generally known to the public without the fault or breach of any confidentiality obligation by RECIPIENT; (ii) were known by RECIPIENT prior to disclosure to RECIPIENT; (iii) were later disclosed to RECIPIENT by a third party not under an obligation of confidentiality to AIC and having a legal right to disclose same; or (iv) are independently developed by RECIPIENT without use of confidential information or AIC know how. Any combination of known information shall be within any of the foregoing exclusions only if the combination itself and its principle of operation is within such exclusion. Specific items of information shall not be deemed to fall within any of the foregoing exclusions merely because they are embraced by general disclosures which fall within such exclusions but only if the specific item of information itself is within any of the foregoing exclusions. Confidential Information shown to fall within the foregoing exclusions shall not be identified by RECIPIENT as information which was received from, is used by or considered proprietary by AIC.
e. "Trade Secret" shall mean Confidential Information which is: information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: (1) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (2) the information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances.
2. USE OF CONFIDENTIAL INFORMATION:
a. RECIPIENT shall use the Confidential Information only while employed by MEMBER AGENCY, and only while a license agreement between AIC and MEMBER AGENCY ("LICENSE AGREEMENT") is in effect.
b. RECIPIENT agrees to use reasonable efforts to ensure that the aforementioned license agreement is in effect before using the Confidential Information.
c. RECIPIENT shall use AIC Materials without modification unless otherwise expressly authorized in writing by AIC.
3. DISCLOSURE OF CONFIDENTIAL INFORMATION:
a. RECIPIENT shall hold Confidential Information in strict confidence and shall not disclose the same to others without the prior written consent of AIC.
b. The duty to hold Confidential Information that is a Trade Secret in strict confidence shall continue for so long as the information remains a Trade Secret. The duty to hold all other Confidential information in strict confidence shall continue for two years after termination of RECIPIENT's employment with Member Agency.
4. TERMINATION: Upon termination of the LICENSE AGREEMENT or if RECIPIENT leaves the employment of Member Agency, RECIPIENT agrees to return to AIC all such Confidential Information and all copies thereof, at the request of AIC, and to destroy and certify the destruction of any documents generated by RECIPIENT under this Agreement.
By using this website I acknowledge that I agree to abide by the provisions above.