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Request for Review and Approval of a Deliverable Form Version: X.x
TEAMING AGREEMENT
This Teaming Agreement is made and entered into this ______ (insert day) day of ______,
(insert month), 20 (insert year), (hereinafter referred to as the “Teaming Agreement”).
BETWEEN: Gesfor Chile S.A., Rut 79.908.230 -6, a duly incorporated company,
having place of Business at Fidel Oteiza Street, 1921, 5th floor,
Provindencia, Santiago (hereinafter referred to as “CGI”)
AND Servicios de Consultoría ValpoSystems Limitada, Rut 76.164.712-1, a
duly incorporated company, having a place of business at Huérfanos 1147,
Office 543; (hereinafter referred to as the “Subcontractor”)
WHEREAS as a result of the bidding process ID 527838-1000LP09, conducted by Chilecompra,
CGI was awarded for the procurement of services for software development and maintenance,
for public agencies which are under law 19.886 and to all entities authorized to use the
information system procurement and contracting management;
WHEREAS the purpose of the bidding process is to provide the entities contracting services for
software development and maintenance, under the conditions set in the covenant agreement n.
4/2010, signed on April 4, 2011.
WHEREAS the Subcontractor is a company engaged in (Design, Implementation and
Maintenance of Software)
WHEREAS the above-identified parties have determined that they would benefit from a
teaming arrangement between their respective organisations, in order to develop the best
management and technical approach to the services to attempt this covenant agreement
(hereinafter referred to as the “Project”); for CHILECOMPRA (hereinafter referred to as the
Fixed Price Services Agreement (Canada) - 1 -(Revised September, 2006)
Request for Review and Approval of a Deliverable Form Version: X.x
“Client”);
WHEREAS CGI and the Subcontractor have agreed, as indicated in the attached Schedule, to
a division of responsibilities covering work to be performed by CGI and the Subcontractor; and
WHEREAS this Teaming Agreement is entered into to enable each party to enjoy the benefits of
the other party's unique but complementary capabilities, which collectively enhance the team's
ability to obtain the Project and accomplish its objectives;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1. PARTIES' RELATIONSHIP
1.1 CGI, as a prime contractor, will submit a proposal for the Project and will include the
Subcontractor, as subcontractor, for that portion of the work assigned and identified in
the respective attached Schedule.
1.2 Each party will participate exclusively with the other as to the Projects work
contemplated under this Teaming Agreement. Consequently, the parties agree that they
will not actively participate in other team efforts that are competitive to the Projects or
compete independently for Projects work contemplated under this Teaming Agreement,
for the term of the Teaming Agreement. The term “actively participate”, as used
herein, includes the interchange of technical data with competitors.
1.3 Each party will exert its best efforts to produce a proposal or proposals which will cause
the selection of CGI as a prime contractor for the Project and the acceptance of the
Subcontractor as the subcontractor for the work assigned to the Subcontractor herein,
and each party will continue to exert its best efforts toward this objective throughout any
and all negotiations concerning a contract with the Client which may follow the
submission of such proposal or proposals.
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1.4 Each party will bear all costs, risks and liabilities incurred by it arising out of its
obligations and efforts under this Teaming Agreement during the pre-proposal, proposal,
and post-proposal periods, which are defined as the periods up to an award of a prime
contract by the Client (hereinafter referred to as the “Prime Contract”). Unless
otherwise expressly agreed to in writing, neither party shall have any right to any
reimbursement, payment or compensation of any kind from the other for the period up to
the award of a Prime Contract.
1.5 Each party shall furnish to the other such cooperation and assistance as may be
required hereunder.
1.6 This Teaming Agreement is not intended by the parties to constitute or create a joint
venture, partnership, association or formal business organisation of any kind, other than
a contractor team arrangement, and the rights and obligations of the parties shall be only
those expressly stated hereunder. As between themselves, the parties shall be deemed
to be independent contractors, and the employees of one shall not be deemed to be the
employees of the other. Neither party shall have authority to bind the other except to the
extent authorised herein. Neither party shall act as the agent for the other.
1.7 Nothing in this Teaming Agreement shall be construed as providing for the share of
profits or losses that may arise out of the efforts of the parties.
ARTICLE 2. EXCLUSIVITY
2.1 Nothing in this Teaming Agreement shall limit or restrict the rights of the parties from
quoting, offering to sell or selling to others:
(a) its standard commercial products and services; and
(b) other previously offered products and services that are not unique to the proposal
contemplated by this Teaming Agreement.
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ARTICLE 3. TERM OF THE TEAMING AGREEMENT
3.1 This Teaming Agreement shall commence as of the date first written above, and shall
remain in force until the end of the covenant agreement or earliest of the following
events:
(a) an official Client announcement that the Project has been cancelled;
(b) the expiration of a _____________(___) period from the date of this Teaming
Agreement, except that if a Prime Contract for the Project is awarded to CGI by
the Client prior to such expiration, this Teaming Agreement shall be extended for
a reasonable period, not exceeding three (3) months, to permit the conclusion of
a subcontract between the parties as contemplated hereunder; or
(c) upon termination of this Teaming Agreement in accordance with Article 8.
ARTICLE 4. PROPOSAL/POST-PROPOSAL ACTIVITIES
4.1 The Subcontractor shall provide CGI, at the appropriate time but in no event less than
five (5) business days prior to the date that CGI’s proposal is due to the Client, a firm
proposal for the work assigned to the Subcontractor, as identified in Schedule, including
its cost and/or price proposal for such work, as appropriate. Furthermore, the
Subcontractor shall provide CGI with all pertinent material required by CGI to be
incorporated in its proposal to the Client including, but not limited to, technical data and
solution, documentation and art work. The Subcontractor’s firm proposal shall be valid
and binding for the period of validity required by the Client or CGI. In the event the
Client requires an extension of the validity of CGI’s proposal, the Subcontractor shall not
unreasonably refuse such extension. The parties will furnish qualified personnel who will
cooperate in drafting the proposal at a common location specified by CGI.
4.2 CGI will have the final decision on the form and content of all documents submitted to
the Client. However, prior to submission, CGI will afford the Subcontractor the
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opportunity to review that portion of the proposal (other than pricing information)
submitted to the Client which includes work to be performed by the Subcontractor and
CGI will make reasonable efforts to ensure that the Subcontractor’s data is adequately
portrayed.
4.3 Should a dispute arise between CGI and Subcontractor personnel working on the
proposal involving their respective responsibilities, limitations, or the working relations
between the parties, then the same personnel (including the signatories to this Teaming
Agreement or their designated representatives) will make every effort to resolve the
dispute. When such resolution cannot be achieved, the dispute will be referred, within a
reasonable amount of time, to the appropriate senior management representative of CGI
and of the Subcontractor respectively. These individuals will take whatever action may
be necessary to reach an agreement which is acceptable to both parties.
4.4 It is agreed between the parties that CGI shall be the sole contact with the Client
concerning the Project. CGI will coordinate the involvement and participation of the
Subcontractor in all activities emanating from this Teaming Agreement. Subcontractor
shall obtain CGI’s prior written consent before entering into any contact with the Client.
4.5 Although CGI is contemplated as the sole contact with the Client, it is recognised that
the Subcontractor may have relations with the Client on matters unrelated to the Project
and as a result of such may be the recipient of inquiries concerning the subject matter of
this Teaming Agreement. Therefore, any communications invited by the Client directly
with the Subcontractor concerning any matter involving the Subcontractor’s portion of
work under this Teaming Agreement shall not be deemed to be a breach of this Teaming
Agreement, provided CGI is immediately notified by the Subcontractor of such contact
and the content of any reply to such inquiries is first approved by and coordinated with
CGI.
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ARTICLE 5. CONTRACT/SUBCONTRACT AWARD
5.1 In consideration of the Subcontractor’s acceptance of this Teaming Agreement and
participation in the preparation of the proposal, it is understood and agreed that if CGI is
awarded a Prime Contract for the Project then CGI establish a subcontract with the
Subcontractor based upon the terms of the Prime Contract and this Teaming
Agreement.
5.2 Although it is general practice for a client to honour teaming arrangements, it is
understood that the Client may direct CGI in writing to place all or a portion of the
Subcontractor’s work with another source. If this circumstance develops, promptly upon
discovery, both CGI and the Subcontractor will take all reasonable steps to preclude or
reverse the Client’s position and seek to have the parties’ teaming arrangement remain
intact. In this context, the Subcontractor may, with CGI’s prior written consent and after
having coordinating its plans with CGI, enter into direct discussions with the Client. If the
CGI and Subcontractor efforts are unsuccessful, then it is agreed that CGI shall have the
right to immediately terminate this Teaming Agreement upon written notice to
Subcontractor. CGI shall then have no further obligations to the Subcontractor pursuant
to this Teaming Agreement, except for the continued protection of confidential
information.
5.3 Both parties agree that they shall act reasonably and in good faith to reach an
agreement on the terms and conditions of a subcontract. If an agreement cannot be
reached after all reasonable commercial efforts have been made, the remaining areas in
dispute will be referred to the appropriate management of the parties. Failing resolution
at that level, CGI will formulate its final position on the unresolved areas and tender that
position to the Subcontractor. The Subcontractor will have five (5) working days from
receipt to accept or reject CGI’s final position. Failure to accept will form a basis for CGI
to terminate this Teaming Agreement pursuant to Section 8.1 below.
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ARTICLE 6. CONFIDENTIALITY
6.1 Contemporaneously with the execution of this Teaming Agreement, the parties, in order
to cover the exchange of information, shall execute the Mutual Non-Disclosure
Agreement attached hereto as Schedule “B”, which shall form part of this Teaming
Agreement. However, the parties agree that this Teaming Agreement and the terms and
conditions thereof may be disclosed to the Client.
ARTICLE 7. INTELLECTUAL PROPERTY RIGHTS
7.1 Nothing contained in this Teaming Agreement shall be deemed to grant to the other
party any right or license in respect of any patents, inventions, technical information or
any intellectual property rights owned by either party.
ARTICLE 8. TERMINATION OF TEAMING AGREEMENT
8.1 Subject to Section 8.2 below, in addition to any other remedies available hereunder or at
law, either party may terminate this Teaming Agreement for any one of the following
reasons:
(a) if a party fails to fulfill a material term, condition or obligation incumbent to that
party under this Teaming Agreement;
(b) any reasonable, justified, and documented dissatisfaction with the services
rendered by a party;
(c) inability of CGI and the Subcontractor to reach an agreement on the terms and
conditions of a subcontract(s) pursuant to Section 5.3; or
(d) if either party files for protection under the bankruptcy laws, makes an
assignment for the benefit of creditors, or a trustee or similar officer is appointed
for either party or its assets.
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8.2 If any one of the termination events provided for under Section 8.1 herein occur, a
written notice shall be sent to the defaulting party stating the termination motives and the
said party shall have five (5) working days following the date such notice was received to
cure the default stated in the notice. Failing to do so, this Teaming Agreement shall be
automatically terminated at the expiry of the five (5) working day period mentioned
above.
8.3 Notwithstanding anything contrary contained herein, this Teaming Agreement may be
terminated by the parties upon mutual agreement.
8.4 The termination of this Teaming Agreement shall not terminate the obligation of the
parties with respect to the protection of confidential information, as set forth in Article 6
and in Schedule “B”.
ARTICLE 9. SECURITY AND CLASSIFIED INFORMATION
9.1 The Subcontractor agrees that all of its personnel who, pursuant to this Teaming
Agreement, will have access to classified Client information, shall have an appropriate
personal security clearance, which will still be in effect, prior to being granted access to
such information, and shall abide by the Client’s security regulations.
ARTICLE 10. PUBLICITY
10.1 Any news release, public announcement, advertisement or publicity released by either
party concerning this Teaming Agreement, regarding the award of a Prime Contract or
subcontract to be carried out hereunder, will be subject to the prior written approval of
the other party. Any such publicity will give due credit to the contributions of each party.
ARTICLE 11. ASSIGNMENT
11.1 This Teaming Agreement may not be assigned by the Subcontractor or CGI without the
prior written consent of the other party.
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ARTICLE 12. NOTICE
12.1 Any notice required or authorized to be given by either party to the other in accordance
with the provisions of this Teaming Agreement, shall be in writing and delivered by
courier or registered mail or sent by facsimile. This notice shall be addressed to the
parties as follows:
(a) Notice to CGI:
CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS INC.
(street address)
(city), (province)
(postal code)
Attention: ( name of recipient)
Facsimile: ( fax number)
(b) Notice to Subcontractor:
Servicios de Consultoría ValpoSystems Limitada
Huérfanos 1147, Office 543
Santiago, Santiago
8340369
Attention: Eduardo Aquiles Gallardo Ortiz
Facsimile: 2-26714557
and shall be considered to have been received the same day it was delivered by courier
or sent by facsimile. Any notice sent by registered mail shall be deemed to have been
received the fifth day following the date of mailing.
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ARTICLE 13. NON-WAIVER
13.1 A failure or delay by either one of the parties to exercise any rights, recourses or
privileges pursuant to this Teaming Agreement shall not be considered as being a
waiver on the part of that party to exercise such rights, recourses or privileges.
ARTICLE 14. SEVERABILITY
14.1 If any provision of this Teaming Agreement shall be held by an arbitrator or a court of
competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be
interpreted as necessary to carry out the intent of the parties and the other provisions
herein shall remain in full force and effect.
ARTICLE 15. MODIFICATION
15.1 No modification to this Teaming Agreement will be valid unless it is in writing and
executed by a duly authorized representative of each of the parties.
ARTICLE 16. SURVIVAL
16.1 The parties hereto agree that provisions which expressly or by their nature continue to
apply after the termination or expiration of this Teaming Agreement shall survive the
termination or expiration of this Teaming Agreement.
ARTICLE 17. HEADINGS
17.1 The headings in this Teaming Agreement are inserted for convenience of reference only
and shall not affect the interpretation hereof.
ARTICLE 18. SCHEDULES
18.1 The following schedules to this Teaming Agreement are an integral part hereof.
Schedule “A” Statement of Work
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Schedule “B” Mutual Non-Disclosure Agreement
ARTICLE 19. ENTIRE AGREEMENT
19.1 This Teaming Agreement together with Schedule “A” Statement of Work and Schedule
“B” Mutual Non-Disclosure Agreement and subsequent amendments, constitute the
entire and final Teaming Agreement between the parties and rescind any other
agreement, contract, representation, discussion or commitment, whether verbal or in
writing, agreed upon by the parties prior to signing this Teaming Agreement.
ARTICLE 20. FURTHER ASSURANCES
20.1 The Subcontractor and CGI covenant and agree to do such things, execute such further
documents, and cause their respective employees and agents to execute such further
documents as may be necessary in order to carry out the terms of this Teaming
Agreement in accordance with its true intent.
ARTICLE 21. SUCCESSORS IN INTEREST
21.1 This Teaming Agreement and the provisions hereof shall enure to the benefit of and be
binding upon the parties and their respective successors and assigns.
ARTICLE 22. GOVERNING LAW
22.1 This Teaming Agreement shall be governed by and construed according to the laws of
Chile and the laws of Canada applicable therein.
IN WITNESS WHEREOF, the parties hereto have respectively caused this Teaming Agreement
to be executed by their duly authorised representatives as of the date above-mentioned.
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CGI INFORMATION SYSTEMS AND
MANAGEMENT CONSULTANTS INC.
SERVICIOS DE CONSULTORÍA
VALPOSYSTEMS LIMITADA
By: By: ValpoSystems Limitada
Name: Name: Eduardo Aquiles Gallardo Ortiz
Title: Title: CEO
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SCHEDULE “A”
STATEMENT OF WORK
For the Proposal :
Servicios de Consultoría ValpoSystems Limitada will provide CGI with all requested background
material, personnel CVs, project/experience summaries and review services for the Project in a
format specified by CGI, and of sufficient detail for CGI to complete its proposal to the Client in a
timely manner.
For the Project:
Servicios de Consultoría ValpoSystems Limitada will provide the resources as mutually agreed
to respond to individual requests received from the Client, will participate in business
development and may be asked to assist in the preparation of proposals as deemed appropriate
for the Projects.
The Subcontractor agrees to assign the resources listed above to perform the resulting work
unless prevented from doing so by circumstances beyond its control.
Fee Schedule:
Insert the rates (rate table, etc.) for the execution of the Project. These rates should be
established during the proposal phase.
Also, include any relevant payment terms such as volume discounts, early payment incentives,
etc.
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SCHEDULE “B”
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement is made and entered into this (insert day) day of
(insert month), 20 (insert year) (hereinafter referred to as the “Non-Disclosure
Agreement”).
BETWEEN: CGI INFORMATION SYSTEMS AND MANAGEMENT CONSULTANTS
INC., a duly incorporated company, having a place of business at ________
(insert applicable CGI address);
(hereinafter referred to as “CGI”)
AND: Servicios de Consultoría ValpoSystems Limitada, a duly incorporated
company, having a place of business at Huérfanos 1147, Office 543;
(hereinafter referred to as the “Company”)
WHEREAS the parties wish to enter into a business relationship for the purpose defined
hereinafter, such relationship requiring the disclosure by both parties of certain information that
is confidential and proprietary to the parties and/or of its client(s) (hereinafter referred to as the
“Client”); and
WHEREAS the parties wish to define the nature of the confidential information that is the object
of this Non-Disclosure Agreement as well as the parties’ obligations with respect to same;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agrees as follows:
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ARTICLE 1. INTERPRETATION
1.1 Definitions
The words contained in this Non-Disclosure Agreement that are set forth with the initial
letter in upper case shall have the following meaning:
(a) “Confidential Information” shall mean:
(i) all information provided by the disclosing party or its Client to the
receiving party, including, without limitation, processes, methodologies,
techniques, business practices, know-how, data, tools, templates,
technology, technical data and/or solution, documentation, development,
procedures, software, programs, business plans, financial data, marketing
plans and strategies, existing and potential customers’ data, suppliers’
lists, sale opportunities, proposal and bid documentation and strategies,
and other non-public information which is confidential or proprietary to the
disclosing party or of its Client, regardless of the form of disclosure;
(ii) all information provided by the disclosing party or its Client which is
marked with an appropriate stamp or legend designating such material as
“Confidential”; and
(iii) all information provided orally by the disclosing party or its Client which is
identified as confidential at the time it is transmitted and is subsequently
confirmed as such in writing by the disclosing party within fifteen (15)
days after such verbal transmittal.
Notwithstanding the foregoing, all information disclosed hereunder shall be deemed to
be Confidential Information, regardless of whether such information is marked as
“Confidential” or the receiving party is advised orally that such information is confidential,
provided it would be reasonable for the receiving party, taking into account the
circumstances surrounding the disclosure or the nature of the information itself, to
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assume that such information is confidential.
(b) “Purpose” shall mean assessing the desirability or viability of establishing or
furthering a business or contractual relationship between the parties.
ARTICLE 2. RECEIVING PARTY’S OBLIGATIONS
2.1 Obligations with Respect to Confidential Information
(a) The receiving party shall keep all Confidential Information in strict confidence,
exercising the same degree of care and measures as it would normally exercise
for its own information of like nature, but not less than the reasonable degree of
care and measures necessary to safeguard such Confidential Information.
(b) The receiving party agrees not to use and make copies, whether in printed or
machine-readable form, of the Confidential Information except in accordance with
the Purpose of this Non-Disclosure Agreement and to the extent necessary to
perform its obligations hereunder.
(c) The receiving party agrees not to disclose the Confidential Information to its
employees except to those that have a need to know such Confidential
Information in accordance with this Non-Disclosure Agreement, provided that
such employees agree to be bound by terms and conditions of this Non-
Disclosure Agreement or by similar non-disclosure obligations.
(d) The receiving party agrees, upon the disclosing party’s request, to promptly
return the Confidential Information to the disclosing party or, at the disclosing
party’s option, to certify in writing that the Confidential Information has been
destroyed. However, CGI shall be authorized to keep a copy of any Confidential
Information to demonstrate that it has fulfilled its obligations hereunder.
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2.2 Exclusions to the Receiving Party’s Obligations
The obligations of non-use and maintenance of confidentiality set out herein shall not
apply in the event the Confidential Information:
(a) was, at the time of disclosure by the disclosing party or its Client, in the public
domain;
(b) was lawfully received by the receiving party from a third party without restrictions
on disclosure or use;
(c) was already in the possession of the receiving party as shown by the receiving
party’s written records;
(d) was independently developed by the receiving party without any breach of this
Non-Disclosure Agreement and without reference to or reliance upon the
Confidential Information;
(e) is required to be disclosed by order of any court or tribunal of competent
jurisdiction, provided that if an application is made to a court or tribunal for an
order requiring the receiving party to disclose any Confidential Information, the
receiving party shall immediately notify the disclosing party. If the disclosing
party elects to oppose such an application, the disclosing party shall immediately
inform the receiving party by notice to that effect. If the disclosing party so
requests, the receiving party shall assist the disclosing party in opposing such
application.
ARTICLE 3. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
3.1 The receiving party acknowledges that the Confidential Information remains the sole
property of the disclosing party or of its Client, as applicable. Furthermore, no license
under any of the disclosing party or its Client’s trade secret, patent, trade-mark,
copyright, or other proprietary rights is granted by the disclosing party to the receiving
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party or can be implied by the disclosure to the receiving party of any Confidential
Information hereunder.
ARTICLE 4. ACCURACY AND COMPLETENESS
4.1 The disclosing party acknowledges that it made reasonable efforts to provide
Confidential Information that is right and complete to achieve the Purpose referred to in
this Non-Disclosure Agreement. Notwithstanding the foregoing, the disclosing party
makes no representation or warranty as to the accuracy or completeness of the
Confidential Information. The disclosing party and its Client shall have no liability to the
receiving party for any inaccuracy or the incomplete nature of the Confidential
Information supplied by the disclosing party or its Client under this Non-Disclosure
Agreement.
ARTICLE 5. REMEDIES
5.1 The receiving party acknowledges that the terms and conditions contained herein are
reasonable and necessary to protect the disclosing party’s and its Client’s legitimate
business interest. In the event of violation of these terms and conditions, irreparable
damage will be caused to the disclosing party and/or its Client and monetary damages
will not adequately compensate the disclosing party and/or its Client for all damages
suffered. Accordingly, the receiving party agrees that the disclosing party and/or its
Client will be entitled, in addition to any remedies available at law or in equity, to
injunctive relief for any breach of this Non-Disclosure Agreement.
ARTICLE 6. TERM
6.1 The parties agree that this Non-Disclosure Agreement and any obligations resulting
hereunder shall be in effect for a period of five (5) years from the disclosure of the
Confidential Information.
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ARTICLE 7. SEVERABILITY
7.1 If any provision of this Non-Disclosure Agreement shall be held by an arbitrator or a
court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall
be interpreted as necessary to carry out the intent of the parties and the other provisions
herein shall remain in full force and effect.
ARTICLE 8. MODIFICATION
8.1 No modification to this Non-Disclosure Agreement will be valid unless it is in writing and
executed by a duly authorized representative of each of the parties.
ARTICLE 9. HEADINGS
9.1 The headings in this Non-Disclosure Agreement are inserted for convenience of
reference only and shall not affect the interpretation hereof.
ARTICLE 10. ASSIGNMENT
10.1 This Non-Disclosure Agreement may not be assigned by the parties without the prior
written consent of the other party.
ARTICLE 11. SUCCESSORS IN INTEREST
11.1 This Non-Disclosure Agreement and the provisions hereof shall enure to the benefit of
and be binding upon the parties and their respective successors and assigns.
ARTICLE 12. GOVERNING LAWS
12.1 This Non-Disclosure Agreement shall be governed by and construed according to the
laws of Chile and the laws of Canada applicable therein.
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IN WITNESS WHEREOF, the parties hereto have respectively caused this Non-Disclosure
Agreement to be executed by their authorized representatives as of the date above-mentioned.
CGI INFORMATION SYSTEMS AND
MANAGEMENT CONSULTANTS INC.
SERVICIOS DE CONSULTORÍA
VALPOSYSTEMS LIMITADA
By: By: ValpoSystems Limitada
Name: Name: Eduardo Aquiles Gallardo Ortiz
Title: Title: CEO
Fixed Price Services Agreement (Canada) - 21 -(Revised September, 2006)
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