Appendix B: API Service System Non-Disclosure Agreement
This API Service System Non-Disclosure Agreement (this “Agreement”) is entered in to and effective between Agency (“Party A”) and BAIDU BRASIL INTERNET LTDA. (“Baidu Brasil”).The API Service System shall be used in accordance with the agreement. Party A accesses and uses the API Service system shall be deemed as the acceptance and approval of this Agreement.
1. Definition
2.1 "Baidu Brasil" shall mean BAIDU BRASIL INTERNET LTDA.
2.2 “Party A” shall mean an Agency whom Baidu Brasil authorized a non-exclusivity basis to sell Baidu Brasil online marketing services to customers
2.3 "Client" shall mean a client which will immediately or has already applied to use these Services. Baidu Brasil at is sole discretion may reject any potential Client.
2.4 "API Service System" shall mean a management system provided by Baidu Brasil for Party A to manage Baidu Brasil Online Marketing Service. Party A could login the management system by username, password, and authorization code.
2.5 "Confidential Information" shall mean all information disclosed by Baidu Brasil to Party A through API Service System, including but not limited to Party A's username, password, authorization code, the usage of API system, management method, and other information related to Baidu Brasil Online Marketing Service.
2.6 "Trade Secrets" shall mean any information, without regard to form, including, but not limited to know-how, technical or non-technical data formulas, compilations, patterns, computer programs and software (including source and object code), devices, drawings, processes, methods, techniques, financial and product plans and data, lists of actual or potential customers or suppliers, and other business information which:
(a) derives economic value, actual or potential, from not being generally known to or readily ascertainable by proper means, by other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
2. Confidential information and Trade Secrets shall be disclosed to Party A in the manner as below:
2.1 Confidential Information and Trade Secrets include without limitation to the information relating to Baidu Brasil using API Service system after logging in API Service system by its original Baidu Brasil Online Marketing Service username, password, as well as the authorization code provided by Baidu Brasil after receiving Party A's application of opening API Service System.
3. Protection of Confidential Information
3.1 Party A shall use "Confidential Information" and Trade Secrets solely for Baidu Brasil Online Marketing Service, the Confidential Information and Trade Secrets shall remain the property of Baidu Brasil, and Party A undertakes to comply with the following provisions:
i. The "Confidential Information “and Trade Secrets hereunder shall be used solely for Party A's to rendered services related with Baidu Brasil Online Marketing Service, Party A shall keep the authorization code secure;
ii. Party A , as recipient, shall not disclose the Confidential Information and Trade Secrets to any third party; and;
iii. Party A, as recipient, shall procure that the directors, employees and other representatives of the Party A and its Group and any of the representatives to whom Confidential Information and Trade Secret are to be made available acknowledge and comply with the provisions regarding Confidential Information and Trade Secrets contained in this Agreement and shall at the request of the Baidu Brasil procure that each of its Representatives to whom Confidential Information and Trade Secrets are to be made available shall prior to receipt thereof give an undertaking to the Baidu Brasil regarding Confidential Information.
3.2 Neither this Agreement, nor the act of disclosure, confers upon Party A any right, license, interest or title to the Confidential Information and/or to the Trade Secrets of Baidu Brasil. Title to the Confidential Information and Trade Secrets information shall remain solely in Baidu Brasil, and Party A may not use the said disclosure information except as contemplated by this Agreement.
3.3. Upon the request of the Baidu Brasil, Party A shall collect and surrender, or confirm the destruction or non-recoverable data erasure of, all Confidential Information and Trade Secret information and all copies thereof, regardless of form, and any such destruction shall be certified in writing to Baidu Brasil by an authorized officer of Party A supervising such destruction.
4. Governing Laws and Settlement of Disputes
4.1 This Agreement shall be governed and interpreted by the laws of Brasil without regard to conflict of law principles. Parties of this Agreement shall comply with the relevant laws, policies, official regulations, and social ethics and customs of Brasil.
4.2 Any and all conflicts arising from or as a result of this Agreement shall be resolved by the court(s) in São Paulo, State of São Paulo, Brasil with relevant jurisdictional authority.
5. Liability for Breach of Agreement
5.1 Party A shall notify a Baidu Brasil immediately upon discovery of any unauthorized use or disclosure of Confidential Information and Trade Secrets information or any breach of this Agreement by Party A and will cooperate with Baidu Brasil in every reasonable way to help regain possession of the said information disclosure and prevent its further unauthorized use.
5.2 Party A shall defend, indemnify and hold harmless Baidu Brasil and its directors, officers, employees, agents, stockholders and Affiliates from any and all damages, liabilities, costs, expenditures, fees and expenses (including attorneys’ fees) (“Losses”) resulting from any claim, action, suit, demand, judgment or proceeding (“Claim”), whether or not involving a third- party Claim which arise out of, relate to or result from:
i. Party A's any action violate any provision of this agreement
ii. Party A fails to enforce business cooperation or Baidu Brasil requires Party A to return or destroy "Confidential Information"
6. Term
The obligations of the Parties herein shall be effective during the disclosure of Confidential Information and Trade Secret information and for a period of five (5) years after the date of termination of this Agreement. Notwithstanding the foregoing, the parties shall maintain the secrecy and confidentiality of any Trade Secrets indefinitely so long as they remain Trade Secrets.
7.Injunctive Relief.
Notwithstanding any other term of this Agreement, it is expressly agreed by the Parties that a breach of this Agreement will cause irreparable harm to Provider and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Provider will be entitled to injunctive and/or other equitable remedies in the event of any threatened or actual violation of any of the provisions of this Agreement.