Client License Agreement
Client acknowledges that it will be in receipt of National Cable Communication LLC dba Ampersand (“Ampersand”) CableTrack Data, including but not limited to Syscodes (hereinafter referred to collectively as “Ampersand Confidential Information”).
1 – Client shall treat all Ampersand Confidential Information as proprietary and confidential to Ampersand, and it shall not disclose or permit disclosure of such Ampersand Confidential Information to any third party, provided that Client may disclose Ampersand Confidential Information to its employees, directors, or legal or financial representatives (“Client Agents”) on a need-to-know basis for planning and executing media buys. Client shall be responsible and liable for Client Agents, their handling of Ampersand Confidential Information, and their failure to comply with the terms and conditions set forth herein. Client shall safeguard all Ampersand Confidential Information with at least the same degree of care as Client uses to protect its own confidential information, but in no event less than reasonable care.
2 – Once Client’s use of Ampersand’s Confidential Information is complete, Client shall delete all copies and versions of Ampersand’s Confidential Information in its possession, except that Client may keep one copy to comply with applicable law or otherwise comply with internal retention policies. For the avoidance of doubt, to the extent any copy of Ampersand Confidential Information remains in Client’s possession, it shall be subject to all the terms and conditions herein.
3 – Client shall not copy, modify, adapt, translate, reverse engineer, decompile, disassemble, update, revise, enhance, or create derivative works based on Ampersand’s Confidential Information.
4 – Client shall not use the Ampersand Confidential Information (1) as a basis for generating a competing database with Ampersand; (2) to solicit any clients or employees of Ampersand; (3) in any way to develop or assist others in developing a system, product, or service which competes, directly or indirectly, with Ampersand; or (4) to otherwise compete with Ampersand or Ampersand’s business or which will have a negative impact on Ampersand and/or its normal course of business.