To ensure all Vappingo’s clients benefit from full confidentiality, all our editors and proofreaders have agreed to provide services under the following non-disclosure agreement.
Moo Media Limited is the holding company of Vappingo.com.
Provision of language services as an agent
The undersigned (“the Agent”) is willing to work as a freelance agent for Moo Media Limited and its group companies (referred to hereinafter as "Moo Media" or "Group Companies”) on individual language services assignments (e.g., editing and proofreading assignments). There shall be no entitlement to receive language services assignments. The Agent shall perform services as part of these language services assignments as a self-employed agent. He/she shall therefore settle and pay all costs and expenses which arise in connection with the provision of language services for Moo Media and all associated social security contributions, taxes etc., according to the applicable regulations in his/her place of residence or place of work. He/she shall also be responsible for carrying out any necessary registrations with the authorities in his/her place of residence or place of work.
This is factored into the remuneration paid by Moo Media.
When performing language services, the Agent may gain knowledge of or access to sensitive or secret information relating to Vappingo and its clients. Any knowledge of transactions, facts and circumstances gained by the Agent while performing a language services assignment for Moo Media Limited, as well as any work documents, data or products and services which may come into his/her possession in connection with such a language services assignment from Moo Media Limited shall be treated as confidential to the extent that such knowledge, documents or data etc. are not publicly known (hereinafter "Confidential Information").
The Agent hereby undertakes to hold any and all Confidential Information in confidence, not to use such information for purposes other than the assignment in question without the prior written consent of the Group Company from which the assignment was received, and to maintain absolute confidentiality in respect thereof towards any unauthorised third parties, even after completion of the assignment. The foregoing shall be subject to any legal duty of disclosure.
3. Personal performance of language services assignment
The Agent undertakes to perform any language services assignments received from
Moo Media Limited him/herself. He/she shall not grant employees or any other persons access to Confidential Information.
4. Consequences of breach of confidentiality under civil and criminal law
The Agent acknowledges that:
• Confidential Information is protected by the laws governing business, banking and professional secrecy;
• he/she is prohibited from obtaining a pecuniary benefit for him/herself or any other person by utilising or disclosing to others Confidential Information which, if made public, could reasonably be expected to affect the price of securities, book-entry securities or options (insider dealing); and
• breach of his/her duty of non-disclosure may be deemed a criminal offence with corresponding liability for damages.
5. Storage, transmission and deletion of Confidential Information
The Agent undertakes to implement technical and organisational measures to protect.
Confidential Information from misuse, specifically from being accessed by unauthorized parties, particularly where it is held in electronic form. These are to be periodically updated by arrangement with Moo Media Limited to reflect the latest state of technology and knowledge. Confidential Information may only be transmitted electronically if it is encrypted by means of a system that has either been provided or accepted by Moo Media Limited. Moo Media Limited may adjust its own encryption system to the latest state of technology at any time and demand that the Agent also make such an adjustment. The Agent undertakes to return any Confidential Information to Moo Media Limited at any time upon first request, either separately or in its entirety, or to destroy it irrevocably and/or delete it and to confirm to Moo Media Limited in writing that such action has been taken.
6. Conduct in the event of legal duty of disclosure
If the Agent is required to disclose Confidential Information to third parties by reason of his/her legal duty of disclosure, then he/she must inform the Group Company from which the relevant language services assignment was received in good time about such disclosure so that any pre-emptive legal measures can be taken.
7. Right of inspection by Moo Media Limited and clients of Moo Media Limited
Moo Media Limited, clients of Moo Media Limited to whose Confidential Information the Agent is given access and the internal and external auditors of these clients may, after giving appropriate prior notice, check at the Agent’s premises whether the Agent's obligations under this Agreement are being fulfilled. In the event of such audits, the representatives of Moo Media Limited, of its clients and of the internal and external auditors of the relevant clients of Moo Media Limited shall be given the required information and documents (relating exclusively to Moo Media Limited and the relevant clients).
8. Assignment of copyrights and other intellectual property rights
The Agent hereby assigns to the group company from which the relevant language services assignment has been received, and to the maximum extent permitted by law, any and all copyrights and other intellectual property rights assuring any and all existing and future rights of use of all products and services provided for Moo Media Limited by him/her hitherto and in the future.
9. Prohibition on poaching
The Agent may not accept any direct language services assignments from a client of Moo Media Limited for a period of six months following completion of the last assignment for said client received from Moo Media Limited. An exception may be made to this rule if the Agent was receiving assignments directly from such client prior to accepting an assignment from Moo Media Limited.
The Agent is required to pay Moo Media Limited a contractual penalty of GBP 10,000 for every breach of this contract. In particular, this shall be payable if he/she passes on Confidential Information to unauthorised persons or gives such persons access to such information where there is no statutory duty to do so. The payment of the contractual penalty shall not release the Agent from the proper fulfilment of his/her obligations. Moo Media Limited nonetheless reserves the right to enforce any claims for loss or damages that exceed this contractual penalty.
Applicability and duration, contracts in favour of third parties
This confidentiality agreement shall apply to any and all language services assignments that the Agent has already received and will receive in future. All other terms and conditions relating to a language services assignment, i.e. those relating to remuneration, will be agreed separately between the Agent and the Group Company from which the assignment is received. The obligations of the Agent under this agreement shall continue to apply without any time restrictions even after completion of the relevant assignment. In addition to Moo Media Limited Communication AG, each Group Company shall be entitled to demand fulfilment of the obligations under this Agreement directly from the Agent as under a third-party beneficiary contract.
Applicable law, place of performance, place of jurisdiction
The exclusive place of jurisdiction for any disputes arising from this Agreement shall be the registered office of Moo Media Limited, currently in the United Kingdom.
Moo Media Limited and its Group Companies reserve the right to take legal action at their own domicile, at the Agent's domicile or before any other competent authority.