Common use of Reseller Obligations Clause in Contracts

Reseller Obligations. (a) Reseller recognizes, acknowledges and agrees that during the Term, nFront may furnish to Reseller certain technical and commercial information, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts and ideas, lists of customers, computer programs, business methods, and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFront. Reseller recognizes, acknowledges and agrees that nFront's Confidential Information was not previously known to the Reseller and is to be maintained in secrecy and confidence by Reseller and Reseller's employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information. Reseller agrees for itself and for each of its employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information that such information shall be used only in accordance with the terms, covenants, conditions and limitations of this Agreement, and not for the benefit of or for, directly or indirectly, Reseller or any of its employees, agents or representatives. Information made available to the general public by nFront and information obtained from third parties not associated with nFront shall not be considered to be nFront's Confidential Information, except for information received from third parties that Reseller knows or should have known was obtained illegally or in violation of this Agreement. In the event Reseller or a representative of Reseller is requested by law, order of court or any agency to disclose any of nFront's Confidential Information, Reseller shall give nFront prompt notice of such request so that nFront may seek an appropriate protective order. If, in the absence of a protective order, Reseller or a representative of Reseller is nonetheless compelled by law to disclose any of nFront's Confidential Information, Reseller or a representative of Reseller, as the case may be, may disclose such information in such proceeding without liability hereunder; provided, however, that Reseller gives nFront written notice of the information to be disclosed within twenty-four (24) hours after receipt of such order by Reseller and, upon nFront's request and at its expense, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to such information. (b) In the event this Agreement is terminated for any reason, the Reseller agrees to return promptly nFront's Confidential Information, including all copies thereof, to nFront, or to deliver all such information promptly to such party as may be designated by nFront. Reseller further agrees thereafter not to use or disclose nFront's Confidential Information in any manner whatsoever without the prior written approval of nFront unless and until such information shall lawfully become generally known in the public domain through no fault of the Reseller or breach by the Reseller of the covenants contained herein. (c) Reseller shall disclose nFront's Confidential Information to Banks only to the extent necessary to enable such customers to use the nHome System, and only after any such Bank executes an agreement in form and substance acceptable to nFront, acknowledging the confidential nature of such information and setting forth the appropriate treatment of such information.

Reseller Obligations. (a) Reseller recognizes, acknowledges and agrees that during the Term, nFront may furnish to Reseller certain technical and commercial information, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts and ideas, lists of customers, computer programs, business methods, and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFront. Information that is not disclosed or marked as confidential shall not be regarded as nFront's Confidential Information unless such information is of the type that Reseller should reasonably expect to be of a confidential nature in which case Reseller shall treat such information as nFront's Confidential Information. Reseller recognizes, acknowledges and agrees that nFront's Confidential Information was not previously known to the Reseller and is to be maintained in secrecy and confidence by Reseller and Reseller's employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information. Reseller agrees for itself and for each of its employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information that such information shall be used only in accordance with the terms, covenants, conditions and limitations of this Agreement, and not for the benefit of or for, directly or indirectly, Reseller or any of its employees, agents or representatives. Information previously known to Reseller without an obligation of confidentiality, and information independently developed by Reseller, shall not be considered to be nFront's Confidential Information. Information made available to the general public by nFront and information obtained from third parties not associated with nFront shall not be considered to be nFront's Confidential Information, except for information received from third parties that Reseller knows or should have known was obtained illegally or in violation of this Agreement. In the event Reseller or a representative of Reseller is requested by law, order of court or any agency to disclose any of nFront's Confidential Information, Reseller shall give nFront prompt notice of such request so that nFront may seek an appropriate protective order. If, in the absence of a protective order, Reseller or a representative of Reseller is nonetheless compelled by law to disclose any of nFront's Confidential Information, Reseller or a representative of Reseller, as the case may be, may disclose such information in such proceeding without liability hereunder; provided, however, that Reseller gives nFront written notice of the information to be disclosed within twenty-four (24) hours after receipt of such order by Reseller and, upon nFront's request and at its expense, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to such information. (b) In the event this Agreement is terminated for any reason, the Reseller agrees to return promptly nFront's Confidential Information, including all copies thereof, to nFront, or to deliver all such information promptly to such party as may be designated by nFrontnFront or to destroy such information. Reseller further agrees thereafter not to use or disclose nFront's Confidential Information in any manner whatsoever without the prior written approval of nFront unless and until such information shall lawfully become generally known in the public domain through no fault of the Reseller or breach by the Reseller of the covenants contained herein. (c) Reseller shall disclose nFront's Confidential Information to Banks only to the extent necessary to enable such customers to use the nHome System, and only after any such Bank executes an agreement in form and substance acceptable to nFront, acknowledging the confidential nature of such information and setting forth the appropriate treatment of such information.

Reseller Obligations. (a) Reseller recognizes, acknowledges and agrees that during the Term, nFront may furnish to Reseller certain technical and commercial information, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts and ideas, lists of customers, computer programs, business methods, and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFront. Reseller recognizes, acknowledges and agrees that nFront's Confidential Information was not previously known to the Reseller and is to be maintained in secrecy and confidence by Reseller and Reseller's employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information. Reseller agrees for itself and for each of its employees, agents or representatives to whom Reseller discloses any of nFront's Confidential Information that such information shall be used only in accordance with the terms, covenants, conditions and limitations of this Agreement, and not for the benefit of or for, directly or indirectly, Reseller or any of its employees, agents or representatives. Information made available to the general public by nFront and information obtained from third parties not associated with nFront shall not be considered to be nFront's Confidential Information, except for information received from third parties that Reseller knows or should have known was obtained illegally or in violation of this Agreement. In the event Reseller or a representative of Reseller is requested by law, order of court or any agency to disclose any of nFront's Confidential Information, Reseller shall give nFront prompt notice of such request so that nFront may seek an appropriate protective order. If, in the absence of a protective order, Reseller or a representative of Reseller is nonetheless compelled by law to disclose any of nFront's Confidential Information, Reseller or a representative of Reseller, as the case may be, may disclose such information in such proceeding without liability hereunder; provided, however, that Reseller gives nFront written notice of the information to be disclosed within twentyseventy-four two (2472) hours after receipt of such order by Reseller and, upon nFront's request and at its expense, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to such information. (b) In the event this Agreement is terminated for any reason, the Reseller agrees to return promptly nFront's Confidential Information, including all copies thereof, to nFront, or to deliver all such information promptly to such party as may be designated by nFront. Reseller further agrees thereafter not to use or disclose nFront's Confidential Information in any manner whatsoever without the prior written approval of nFront unless and until such information shall lawfully become generally known in the public domain through no fault of the Reseller or breach by the Reseller of the covenants contained herein. (c) Reseller shall disclose nFront's Confidential Information to Banks only to the extent necessary to enable such customers to use the nHome System, and only after any such Bank executes an agreement in form and substance acceptable to nFront, acknowledging the confidential nature of such information and setting forth the appropriate treatment of such information.

Reseller Obligations. You may not resell Equipment supplied by Talk Straight unless purchased outright from Talk Straight and paid for in full and otherwise You may not resell Services and/or Equipment unless authorised by Talk Straight in writing. If You are a prospective Reseller or Reseller, You agree as follows: (a) To complete our Reseller recognizesaccount application form truthfully and keep us informed of any significant changes in your financial circumstances; (b) You will provide the Services and/or Equipment at all times in a professional and diligent manner (to the standards expected of a technically knowledgeable and experienced reputable reseller of services and equipment of the same or similar descriptions); (c) To maintain payment of Charges strictly in accordance with any terms agreed with you in writing (or otherwise in accordance with these Conditions); (d) To comply with these Conditions, acknowledges and agrees that during failure to comply with any of these Conditions or any Reseller permitting any Reseller customer or end user of the Term, nFront may furnish Services not to Reseller certain technical and commercial information, including but not limited to, designs, procedures, formulas, discoveries, inventions, improvements, innovations, concepts and ideas, lists comply with these Conditions will allow Talk Straight to terminate or suspend performance of customers, computer programs, business methods, and plans for future developments ("nFront's Confidential Information") which is the confidential, proprietary property of nFront. Reseller recognizes, acknowledges and agrees that nFront's Confidential Information was not previously known its obligations under these Conditions to the Reseller and is any end user or customer of a Reseller; (e) You will represent our Services and/or Equipment at all times in accordance with any guidance or advertising material approved by us and shall not hold out that the Services or Equipment perform or are of a description other than that we describe to you and permit you to use to market the Services and/or Equipment; (f) You will take all steps necessary to ensure that any terms and conditions upon which you are willing to provide the Services and/or Equipment do not conflict with the Conditions (other than as to cost and tariff arrangements); (g) You will not hold yourself out as in partnership with Talk Straight, or as having any right to bind Talk Straight or to commit Talk Straight to a contract and you shall not be maintained in secrecy and confidence by Reseller and Reseller's employees, agents considered an agent of Talk Straight; (h) You will not adapt or representatives to whom Reseller discloses alter any of nFront's Confidential Information. Reseller agrees our Equipment or Services without our written permission and shall be responsible for itself and any other work or Services you provide, you hereby indemnify Talk Straight against any losses, costs or expenses incurred as a result of any breach by you of these Conditions; (i) You shall be responsible for each of its employees, agents or representatives to whom Reseller discloses insuring against any of nFront's Confidential Information that such information your customer or end user losses which might arise due to any act or failure to act on your part, we shall advice you of any specific insurance requirements which shall be used only a condition of your providing our Equipment or Services on a Reseller basis; (j) Where the provision of Equipment and Services may require Talk Straight to receive or process customer data, you shall as data controller, provide such access as we may reasonably require (as a data processor) to deliver the Services, communicate with customers and to monitor your customer engagement and service delivery. You undertake to comply with your obligations as data controller strictly in accordance with the terms, covenants, conditions and limitations of this Agreement, and not for the benefit of or for, directly or indirectly, Reseller or any of its employees, agents or representatives. Information made available to the general public by nFront and information obtained from third parties not associated with nFront shall not be considered to be nFront's Confidential Information, except for information received from third parties that Reseller knows or should have known was obtained illegally or in violation of this Agreement. In the event Reseller or a representative of Reseller is requested by law, order of court or any agency to disclose any of nFront's Confidential Information, Reseller shall give nFront prompt notice of such request so that nFront may seek an appropriate protective order. If, in the absence of a protective order, Reseller or a representative of Reseller is nonetheless compelled by law to disclose any of nFront's Confidential Information, Reseller or a representative of Reseller, as the case may be, may disclose such information in such proceeding without liability hereunder; provided, however, that Reseller gives nFront written notice of the information to be disclosed within twenty-four (24) hours after receipt of such order by Reseller and, upon nFront's request and at its expense, Reseller shall use its best efforts to obtain assurances that confidential treatment shall be accorded to such information. (b) In the event this Agreement is terminated for any reason, the Reseller agrees to return promptly nFront's Confidential Information, including all copies thereof, to nFront, or to deliver all such information promptly to such party Data Protection Act 1998 as may be designated by nFront. Reseller further agrees thereafter not amended, replaced or varied from time to use or disclose nFront's Confidential Information in any manner whatsoever without the prior written approval of nFront unless and until such information shall lawfully become generally known in the public domain through no fault of the Reseller or breach by the Reseller of the covenants contained hereintime. (c) Reseller shall disclose nFront's Confidential Information to Banks only to the extent necessary to enable such customers to use the nHome System, and only after any such Bank executes an agreement in form and substance acceptable to nFront, acknowledging the confidential nature of such information and setting forth the appropriate treatment of such information.