Confidentiality Undertaking in favor of Porsche (China) Motors Limited ＆ Porsche Hong Kong Limited
In consideration of being granted access to The New 911 GT3 Cup (Type 992) Sneak Preview event at the Porsche Experience Centre Shanghai (“Premises”), at Shanghai International Circuit, 2000 Yining Road, Jiading, Shanghai, under Porsche (China) Motors Limited (“Company”), I hereby agree and undertake by signing this document (“Undertaking”) as follows:
- I understand that I (“Recipient”) may have access to electronic, printed, visual or spoken confidential Information (“Confidential Information”), which may include, but not be limited to, all visual, oral, written and/or tangible technical, financial, business and/or other information of whatever kind that is confidential, proprietary and/or not generally available outside of the Company or its parent, subsidiaries or affiliates, including, without limitation, information relating to the Company’s present and future services, strategies, marketing plans and concepts, pricing, volume estimates, financial data, market information, designs, photos, customer lists and customer information, research and development plans, training materials, workshop technology and other data and information. Confidential Information shall also include the mere fact that there is a new car model (“New Model”) in preparation for release to the market by the Company or its affiliates, the design, appearance, sound, functions and other technical details of the New Model and any photographs, drawings or pictures of the New Model. Confidential Information shall not include any information or knowledge which: (i) is in the public domain other than by Recipient’s breach of this Undertaking; (ii) is disclosed to the Recipient lawfully by a third party who is not under any obligation of confidentiality; (iii) is now or hereafter becomes generally known in the industry of the Company other than by Recipient’s breach of this Undertaking; (iv) information which after disclosure comes into the public domain, other than by reason of a breach of this Undertaking; or (v) information which was lawfully within Recipient’s possession prior to it being furnished to the Recipient by or on behalf of the Company provided that the source of such information was not subject to any agreement with the Company or the Recipient or other duties relating to confidentiality in respect thereof.
- I shall use the Confidential Information only as needed by me to perform my legitimate duties as defined by my relationship with the Company. I shall not access any Confidential Information which I have no legitimate need to know. I shall not, either prior to, during the term of visit, or at any time thereafter, in any way divulge, copy, release, alter, revise or destroy the Confidential Information or disclose such Confidential Information to any third party, except as may be (i) expressly authorized by the Company in its sole discretion; (ii) required during and in the course of the visit by the authorized representatives of the Company; or (iii) required by a judicial order or decree or governmental law or regulation.
- I shall take all precautions to prevent any unintentional or accidental disclosure of the Confidential Information. If I acquire access to information with uncertainty on confidentiality, I agree to treat such information as Confidential Information until I am informed otherwise by an authorized representative of the Company.
- I shall follow the Company’s policies and procedures regarding the use of any portable device that may contain Confidential Information including the use of encryption or other equivalent method of protection, which I have been informed of.
- All Confidential Information, however and wherever produced shall be and remain the sole property of the Company. At any time upon the request of the Company for whatever reason, I shall immediately deliver to the Company (without retaining any electronic or physical copies, extracts, or other reproductions) all documents and electronic storage devices that contain Confidential Information and that are in my possession, subject to my control, or held by me for others, including, without limitation, any and all records, drawings, notebooks and memoranda whether prepared by me or others.
- I understand that my communication using the Company’s information network is not private and the content of my communication may be monitored to protect the confidentiality and security of the data. The Company may at any time revoke my access to the Confidential Information.
- I understand that without the prior written consent of the Company, I shall not carry any devices with functions of camera, voice recording, or video shooting during on-site visitation to the Company or any other places arranged by the Company.
- I understand that my obligation under this Undertaking shall continue after termination of my relationship with the Company. At all times during my relationship, I shall act in the best interests of the Company and conduct myself in strict conformance with applicable laws and the Company’s policies governing the Confidential Information, which I have been informed of. I understand that a violation of any of my obligations under this Undertaking will subject me to discipline, which might include, but is not limited to termination of my relationship with the Company, prohibiting me to enter the Premises and to be involved in any future business with the Company, in addition to legal and/or financial liabilities.
- This Undertaking shall be executed in two (2) originals in English and Chinese. Each party shall keep one (1) original. Both language versions have equal legal and binding effect on the Parties. In case of any discrepancy, the English version shall prevail.