Non-Disclosure Agreement

This NONDISCLOSURE AGREEMENT (the “Agreement”) is entered into by and between Business Oriented Software Solutions Inc. (“BOSS Solutions”) and the requesting entity (the “Recipient”).

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The Recipient has requested an audit report or security report (the "Report") evaluating the internal controls of BOSS Solutions over its cloud computing services (“BOSS Solutions Services”). Each Report is the confidential information of BOSS Solutions and will be provided to Recipient by BOSS Solutions only if Recipient agrees to abide by this Agreement. By clicking the “I ACCEPT” button, the Recipient agrees to be bound by these terms and conditions. If the Recipient is entering into this Agreement on behalf of an entity, such as a place of employment, it represents to us that it has legal authority to bind such entity.

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RESTRICTIONS/OBLIGATIONS.

 

In consideration of receiving the Report, Recipient agrees that (i) it may only disclose the Report to its employees, agents, representatives, and subcontractors with a legitimate business need to review the Report, and provided such employees, agents, representatives, and subcontractors are bound by a written agreement that prevents disclosure and unauthorized use of the Report or have been made affirmatively aware of their confidentiality obligations which are no less restrictive than those set forth in this Agreement; (ii) it will not distribute or disclose any portion of the Report to any other person or entity, except as provided for herein, without BOSS Solutions' prior written consent; (iii) it will use the Report only to the extent required for the purpose of evaluating BOSS Solutions' operations for compliance with Recipient’s security, regulatory and other business policies.; (iv) it will not reproduce the Report in any form except as required to accomplish the purpose described in clause (iii); and (v) it will promptly provide BOSS Solutions with notice of any actual or threatened breach of the terms of this Agreement.

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OWNERSHIP.

 

The Report (including copies thereof) shall remain the property of BOSS Solutions and shall be returned (or, at BOSS Solutions' option, destroyed or deleted) upon BOSS Solutions' written request, and in any event, upon termination of this Agreement. No rights or licenses to the Report are implied or granted under this Agreement or otherwise. The Report is intended solely for the use of BOSS Solutions and certain entities. By requesting the Report, Recipient represents to BOSS Solutions that it is (i) a user of the BOSS Solutions services (“User”) or prospective User; (ii) a business partner of BOSS Solutions or its affiliates (the “Affiliates”) or a prospective business partner of BOSS Solutions or Affiliates; (iii) an auditor or other practitioner providing services to an entity described in (i) or (ii); or (iv) a regulator. Recipient may use the Report for a period of the sooner of one (1) year from disclosure or such other validity term as indicated in the Report.

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EQUITABLE REMEDIES.

 

The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of the Report and that BOSS Solutions may, without waiving any other rights or remedies, seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.

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GENERAL.

 

This Agreement shall be governed by the laws of the State of Georgia without reference to its conflict of laws principles. This Agreement constitutes the entire Agreement and supersedes all prior or contemporaneous oral or written agreements regarding the disclosure of the Report to the Recipient. The Agreement may be changed only by a writing signed by both parties. If any provision of this Agreement is held unenforceable, that provision shall be severed, and the remainder of this Agreement will continue in full force and effect. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the parties, their employees, agents, representatives, or subcontractors.​​