In connection with your offer of collaboration with TransLegal, you must sign and return this Non-Competition and Confidentiality Agreement (the “Agreement”).
In consideration of the collaborative relationship currently offered to you by TransLegal, you agree to the following:
TransLegal has developed, uses and maintains confidential and proprietary information including, without limitation, database compilations, research materials, training materials, online courses, textbooks, product information, marketing information, client lists and customer information in the field of Legal English and otherwise (the “Confidential Information”), and has taken all reasonable measures to protect the confidentiality of such Confidential Information.
You acknowledge that, during your dealings with TransLegal, you will have direct access to and knowledge of the Confidential Information. You covenant and agree that all such Confidential Information is and shall remain the sole property of TransLegal and/or its Affiliates, as applicable, and that you will hold in strictest confidence, and will not (except as required in the course of your collaboration with TransLegal) disclose to any business, firm, entity or person, either directly or indirectly, any of the Confidential Information or use any of the Confidential information for your own commercial purposes. You further agree that you will return all such Confidential Information (regardless of how it is maintained) and any copies thereof to TransLegal within three days of the official termination of your collaborative relationship, whether voluntary or involuntary and regardless of the reason for termination. The terms of this paragraph are in addition to, and not in lieu of, any legal or other contractual obligations that you may have relating to the protection of the Confidential Information. The terms of this paragraph shall survive indefinitely the termination of this Agreement and/or your collaboration with TransLegal.
You acknowledge that TransLegal and its Affiliates have invested substantial time, money and resources in the development of their database compilations, research materials, training material, online courses, textbooks, product information, marketing information, client lists, customer information and other Confidential Information. You acknowledge and agree that any and all “goodwill” associated with any customer or account of TransLegal or any of its Affiliates belongs exclusively to TransLegal and/or its Affiliates. In recognition of this, you covenant and agree as follows:
You shall not, directly or indirectly, without the prior written consent of TransLegal, individually or in collaboration with another entity, be engaged in the creation of a Legal English dictionary or lexicon. This covenant not to compete shall be in effect for two (2) years, commencing on the date of execution of this agreement.
In recognition of the foregoing, you agree that in the event of a breach or threatened breach of any of these covenants, in addition to such other remedies as TransLegal or any Affiliate may have at law, without posting any bond or security, TransLegal or any Affiliate shall be entitled to seek and obtain equitable relief, in the form of specific performance, or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect TransLegal’s or any Affiliate’s right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach.
Kindly acknowledge your acceptance of this Agreement by signing both copies of this letter where indicated.
TRANSLEGAL SWEDEN AB
ACCEPTED AND AGREED: