ECP UNIVERSITY CONFIDENTIALITY AGREEMENT
You agree to keep confidential any and all materials related to ECP University located or accessed at Essilor’s web site, http://www.ecpu.com (“Essilor Website”), including but not limited to, course lists, online or live courses, descriptions, programs, fundamentals, staff trainings, product trainings, examination preparations, academies and all related content thereof, regardless of form or format (the “Confidential Information”). For purposes of this Confidentiality Agreement (“Agreement)”, “Essilor” shall mean Essilor of America, Inc., on behalf of itself and its subsidiaries.
You agree not to duplicate, distribute, or disclose any Confidential Information to any third party; provided, however, you may discuss generally your experiences using the Essilor Website. You agree to use the Confidential Information solely for your non-commercial personal use, and for no other purposes unless specifically and expressly previously agreed to in writing by Essilor. You agree to use all methods to protect the Confidential Information that you use or would use to protect your own confidential and proprietary information.
Further, you agree not to:
- modify, alter, amend, fix, translate, edit, add to, enhance or otherwise create derivative works of the Confidential Information;
- reverse engineer, disassemble, decompile, decode or adapt the Confidential Information, or otherwise attempt to derive or gain access to the source code of the Confidential Information, in whole or in part, except as and only to the extent this restriction is prohibited by law;
- display the Confidential Information in any other manner or format other than exactly as they are when downloaded from the Essilor Website;
- remove, disable, or otherwise create or implement any workaround to, any security features contained in the Confidential Information;
- remove, delete or alter any trademarks, copyright notices or other intellectual property rights notices of Essilor or its licensors, if any, from the Confidential Information;
- copy or print the Confidential Information, in whole or in part in violation of this Ageement;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Confidential Information available to any third party for any reason;
- provide anyone outside of your practice access to the Confidential Information and/or the Essilor Website through your login credentials or otherwise;
- use the Confidential Information in violation of any federal, state or local law, regulation or rule;
- use the Confidential Information in any manner or for any purpose that infringes, misappropriates or otherwise violates an intellectual property right or other right of Essilor, or that violates applicable law;
- use the Confidential Information for purposes of (i) benchmarking or competitive analysis of the Confidential Information, (ii) developing, using, or providing a competing product or service; or (iii) any other purpose that is to Essilor’s detriment or commercial disadvantage; or
- use the Confidential Information other than for the permitted use or in any manner or for any purpose or application not expressly permitted by this Agreement.
You agree that all Confidential Information of which you become aware shall remain solely the property of Essilor. To the extent applicable, immediately upon Essilor’s request, you shall promptly deliver, delete, or destroy all Confidential Information, including all copies thereof.
Confidential Information shall not include information that: (a) becomes a part of the public domain through no act or omission by you; (b) was in your lawful possession prior to the disclosure and has not been subject to limitations on disclosure; (c) is independently developed by you without access to the Confidential Information; or (d) is lawfully disclosed hereafter to you, without any restriction on use or disclosure, by a third party who did not acquire the information directly or indirectly from you.
You acknowledge and agree that compliance with all covenants and agreements set forth in this Agreement is reasonable and necessary to protect the legitimate business interests of Essilor. You acknowledge that a breach of your obligations hereunder will result in irreparable and continuing damage to Essilor for which there is no adequate remedy at law. You agree that, in the event of any breach of the restrictive covenants contained herein, Essilor shall be entitled to obtain, from any court of competent jurisdiction, preliminary and permanent injunctive relief to restrain the violation of the terms hereof by you, and all persons acting for or on your behalf. You further agree that no bond or other security shall be required in obtaining such equitable relief and you hereby consent to the issuance of such injunction and to the ordering of specific performance.