VistaDB.NET

CONFIDENTIALITY (NON-DISCLOSURE) AGREEMENT

(Operated by VistaDB Software, Inc.)

Version 1.0
May 2008

This is a Confidentiality (Non-Disclosure) Agreement between VistaDB.net. (VDB), a Database product owned and operated by VistaDB Software, Inc. (VDB) with offices at 4400 North Hwy 19-A Suite #12, Mount Dora, FL 32757, USA and all clients (Client) that use the VistaDB.Net website.

VDB hereby agrees to treat all Client email, documents, databases, source code and other information supplied by or on behalf of the Client as Confidential Information. As detailed in this agreement:

• VDB will not log or archive the contents (body) of email messages without explicit permission.
   
• VDB will not disclose Confidential Information, including email addresses, source code, nor database schema, to any third party, unless required to do so by court order.
   
• Outside of special situations (testing, debugging, code review by tech support) detailed below, VDB staff do not view Client data. Additionally, VDB staff have been trained to treat Client data with utmost confidentiality and understand that disclosing or using information in Client data may be a felony, and each staff member has agreed in writing to the terms hereof.

Confidentiality

VDB agrees to treat all Client data and information as Confidential Information. VDB also agrees to treat any information the Client shares with VDB with regard to databases, source code, schema, or email addresses, and similar "sensitive" business information as Confidential Information.

The term Confidential Information does not include information which (i) is already in VDB's possession, provided that such information is not known by VDB to be subject to another confidentiality agreement with the Client, or (ii) becomes generally available to the public other than as a result of a disclosure by VDB or its directors, officers or employees, or (iii) becomes available to VDB on a non-confidential basis from a source other than the Client or its advisors, provided that such source is not known by VDB to be bound by a confidentiality agreement with or other obligation of secrecy to the Client or another party.

Non-Disclosure

Only VDB's directors, officers and employees have (limited) access to Client email and confidential information. VDB will not disclose Confidential Information to any third party, unless required to do so by court order. In particular, VDB does not allow subcontractors, affiliates, partners, resellers or any other third party to access Client Confidential Information.

In the event a court with proper jurisdiction subpoenas Client Confidential Information, VDB will make every effort to delay the release of information and contact the affected Client(s). Since many Clients are entitled to additional confidentiality by Lawyer-client or Doctor-patient privilege, VDB may challenge any court ordered subpoena in order to allow Client to respond to the charges.

The directors, officers and employees of VDB have been trained to take all reasonable steps to ensure that Client information remains confidential, and is not deliberately or accidentally divulged to any other party.

Access to Confidential Information

VDB limits access to Client Confidential Information to the absolute minimum necessary to operate. Outside of testing and debugging of the Company Applications, no Client information is seen by any staff, unless the Client explicitly permits VDB to review only that Information.  Only VDB officers and senior employees who perform testing and debugging, and have access to the computers that contain or process Client technical support Information and email.

VDB agrees to use reasonable, industry-standard security measures to prevent unauthorized access to its computer systems. All computers that contain Confidential Information or process Client email are protected by hardware and/or software firewalls to restrict access to only authorized personal and from authorized locations.

Logging/Archiving

VDB certifies that Company Software Applications do not log or archive the passwords of secure databases, schema, or usage of the Software Application Runtime, unless the Client explicitly permits VDB to do so for technical support purposes. 

Binding Effect

This agreement is binding upon, and inures to the benefit of, the successors and assigns of the parties.

Remedies

VDB acknowledges that failure to comply with the terms of this Agreement may cause irreparable damage to the Client. Therefore, VDB agrees that in addition to any other remedies at law or in equity available to the Client for VDB's breach or threatened breach of this Agreement, the Client is entitled to specific performance or injunctive relief against VDB to prevent such damage or breach, and the existence of any claim or cause of action VDB may have against the Client will not constitute a defense thereto. VDB further agrees to pay reasonable attorney fees incurred by the Client in any proceeding relating to the enforcement part of the agreement or to any alleged breach thereof in which the Client will prevail in whole or in part.

Confirmed and Agreed to:

VistaDB Software, Inc.
D/B/A VistaDB.Net

Date: May 1, 2008