I expressly authorize the company GRUPO ARANGO TESSONE SAS to store, consult, process, and in general, handle the personal information that I have provided, which is necessary to carry out and execute the specified execution process in the application. Likewise, I indicate that I may request the deletion of my personal data that has been stored by GRUPO ARANGO TESSONE SAS; otherwise, they will be retained in the company's database. By accepting this document, I waive the initiation of administrative or legal actions against GRUPO ARANGO TESSONE SAS, and authorize the use of this document as evidence if any claim regarding this matter arises.
It is understood for all purposes that, by accepting this contract, THE PARTIES express their prior, free, voluntary, unequivocal, and informed authorization to process personal data. In compliance with Personal Data Protection regulations, especially Law 1581 of 2012 and Decree 1377 of 2013, and other rules that modify and/or add and/or replace them, THE PARTIES are authorized to process their personal data or the data of related individuals derived from this contractual relationship, directly or through third parties responsible for such processing, for the purpose of executing various activities related to the legal business. Data processing includes any operation or set of operations on personal data, such as collection, storage, use, circulation, transmission, transfer, and/or deletion. This authorization includes the transfer and/or transmission of data within Colombia and/or abroad, managed by entities linked to THE PARTIES.
FIRST PARAGRAPH: The described purposes may be executed directly, indirectly, and/or jointly by each of THE PARTIES, as Data Controller or the person in charge of handling or managing their databases inside and/or outside the national territory, through email, text messages, physical mail, personal or telephone contact, or any current or subsequently developed analog and/or digital means of communication.
SECOND PARAGRAPH: We hereby state that we have been clearly and expressly informed about: (i) the purposes of personal data processing; (ii) the rights to access, update, correct, rectify, or delete the provided data and other rights contemplated by the law; (iii) the voluntary nature of providing sensitive data; (iv) the means or mechanisms through which we can exercise our rights as data subjects; and (v) the current Personal Data Processing Policy for each of THE PARTIES.
THIRD PARAGRAPH: Likewise, THE PARTIES undertake to require all their suppliers, contractors, or subcontractors who process Personal Data on their behalf to comply with the requirements and provisions established in this clause.
ACCESS CHANNELS AND MECHANISMS PROVIDED BY GRUPO ARANGO TESSONE S.A.S.
In compliance with the constitutional guarantee of Habeas Data regarding the rights of access, update, rectification, and deletion by the Data Subject, their successors, legal representatives, and/or attorneys-in-fact, GRUPO ARANGO TESSONE S.A.S. will enable the email address info@gat.com.co for all communications, inquiries, complaints, and/or claims related to the processing of personal data.
Receiving Party: The receiving party is the one who receives confidential information, including information known or developed by the receiving party during the course of this contract or other contracts with the transmitting party.
Transmitting Party: The transmitting or disclosing party is the one who provides the other party with confidential or private information about their business, contacts, suppliers, and any other information related to the contractual purpose.
Third Parties: Refers to any natural or legal person outside the signatories of this Agreement, as well as their respective affiliates and subsidiaries, and the executives, directors, employees, agents, or successors of each of these persons.
The Parties: Refers to the group of natural or legal persons who have access to information or transmit information.
CONTRACTUAL ELEMENTS
Trade Secret: For the purposes of this agreement, a trade secret shall be considered any knowledge about products or industrial procedures, the confidentiality of which provides its holder with an improvement, advancement, or competitive advantage.
Intellectual Property: Refers to any creation, invention, model, literary and artistic work, symbol, name, or image that is susceptible to protection or registration.
Confidential Information: Refers to all information related to the internal organization, finances, procedures, or protocols of the company, as well as suppliers, third parties, customers, designs, photographs, plans, drawings, formulas, specifications, codes, programming languages, samples, reports, and business plans. It also includes information on commercial prices, including production costs or prices, studies, discoveries, inventions, ideas, business plans, technical information, plans regarding services and products, marketing, projections, software, data, prototypes, trade secrets, utility models, industrial designs, patterns, molds, trend information, and market research.
Proprietary Information: The term "proprietary information" or "confidential information" shall include the information that the transmitter deems appropriate, necessary, and essential (all information disclosed for any reason, particularly the information acquired through any commercial or employment relationship with the transmitting party, including information obtained by the recipient from third parties under a contractual framework with the transmitter) to facilitate the description or identification of the goods and/or services to be provided, ensuring they align with the needs of the parties. Proprietary information includes, among other things, information related to the internal organization (finances), procedures, or protocols of operation, without implying a violation of the right to privacy and data protection of users, suppliers, third parties, customers, or patients. This may include designs, formulas, photographs, plans, drawings, specifications, samples, reports, under the supervision and decision of the receiving party. It also encompasses information on commercial prices, production costs or prices, studies, discoveries, inventions, customer lists, customer contact numbers, potential clients, potential companies, and other marketing information. Additionally, it covers ideas, business plans, technical and financial information, plans regarding services and products, marketing, projections, software, data, prototypes, trade secrets, utility models, industrial designs, etc., all of which are already classified by the parties as trade secrets.
BACKGROUND
1. The TRANSMITTER, in the course of its commercial activities, has developed a recognized name, reputation, and goodwill in the national and international markets, achieved through the use of proprietary information, which constitutes a valuable asset that could be diminished if this proprietary information is not kept confidential.
2. It is in the interest of both parties to disclose and receive such confidential information from each other in order to properly and sufficiently carry out the tasks of the receiving party and conduct a comprehensive analysis of the transmitting party.
3. Therefore, THE PARTIES agree to enter into a confidentiality and non-disclosure agreement, which shall protect the TRANSMITTER from the disclosure and/or use of matters that are disclosed, either in whole or in part, in connection with the functions of the recipient.
CLAUSES
1. Purpose and Modes of Disclosure: Regardless of the purposes and modes of disclosure, whenever the transmitting party provides information to the receiving party in any possible manner, including verbally, it shall generally be understood as confidential, private, and not to be used for purposes other than carrying out the procedure or business.
2. Prohibitions: The RECEIVER shall not disclose, in whole or in part, to any other person or entity, and in no way shall transfer, use, appropriate, or copy the information described as proprietary by the parties. The receiving party shall keep this information until the TRANSMITTER requests its deletion or until the purpose for which it was delivered is concluded. The information provided by the TRANSMITTER may only be used by the RECEIVER for the benefit of the TRANSMITTER.
3. Ownership: By means of this agreement, the receiving party acknowledges that the proprietary or confidential information is the property and confidential material of the disclosing party and shall at all times remain the sole and exclusive property of the disclosing party.
FIRST PARAGRAPH: Nothing in this document shall create or transfer any ownership rights or total or partial licenses for the proprietary or confidential information of the disclosing party to the receiving party beyond the express purposes stated herein.
1. The RECEIVING PARTY undertakes to treat and maintain in absolute secrecy and confidentiality the technical and/or commercial information provided by the other party and defined as secret or confidential, as described in this agreement, under penalty of breach and the exercise of legal actions to compensate for any damage that may have been caused.
2. Term: This agreement shall be in full force and effect between the parties from the date of signing and indefinitely.
3. Confidential Information: Any information that the receiving party, by virtue of the execution of any commercial or employment contract with the TRANSMITTING PARTY, must keep at all times as Confidential Information. The RECEIVING PARTY shall exercise the same measures as a diligent person exercises regarding their own confidential information. Violation of this clause shall be grounds for breach, enforcement of the penalty clause, and initiation of civil and/or criminal compensation actions as appropriate. Accordingly, the receiving party agrees to:
a. Not use the confidential information in any way that could cause direct or indirect harm to the transmitting party or be detrimental to the object of the contract.
b. Be directly responsible for the use of the Confidential Information personally or by individuals under their supervision, to whom they have entrusted information for the fulfillment of a commercial or employment contract.
c. Not copy, reproduce, distribute, transmit, or disclose, in whole or in part, the Confidential Information by any means without the prior written consent of the Transmitting Party, except as necessary within the scope of the Agreement. All individuals to whom the Confidential Information is communicated shall be informed of its confidentiality by the Receiving Party and shall be equally bound by this agreement as if they were a part of it. The signatory party shall be jointly liable for any damages caused by third parties who have received the information and signed the respective confidentiality agreement.
d. Maintain absolute confidentiality of all Confidential Information received from the TRANSMITTER. Consequently, they shall not directly or indirectly disclose or reveal, in whole or in part, such information. This obligation also applies to employees, administrators, and other individuals associated with the RECEIVER who have knowledge of the received Confidential Information.
e. Take the necessary precautions and measures to ensure the confidentiality of the accessed information.
f. Not use the Confidential Information for their own benefit, whether direct or indirect, or for the benefit of any other natural or legal person, without prior authorization from the TRANSMITTER.
g. Not use the Confidential Information in a way that could be directly or indirectly detrimental to the interests of the TRANSMITTER.
h. Not use the Confidential Information for any purpose other than the reasons that prompted the present Agreement.
FIRST PARAGRAPH: The obligations of confidentiality shall not apply to the information that:
a. Is publicly available at the time of disclosure to the RECEIVING PARTY, or becomes public domain, provided that it does not result from acts or omissions of the Parties.
b. Was already in possession of the RECEIVING PARTY at the time of disclosure.
c. Is brought to the attention of the Parties by third parties who do not act directly or indirectly on behalf of the Parties, to disclose this information legally and without restrictions on use or disclosure.
d. Was independently developed by the RECEIVING PARTY, as evidenced in writing, without any mention or reference to Confidential Information.
e. The RECEIVING PARTY has been compelled to disclose in accordance with a court order or arbitration tribunal, but only to the extent and for the purposes of such Order, provided, however, that the RECEIVING PARTY shall first notify the Owning Party in writing to allow the Owning Party to seek appropriate injunctive relief.
f. Has prior authorized/approved disclosure/information, in writing, by the Owning Party under this Agreement, provided that the limits and conditions set forth in the authorization for the disclosure of Confidential Information are adhered to.
7. Breach: The parties agree that in the event of a breach of this Confidentiality Agreement by either party, irreparable harm and damages may occur. In any case, it is understood that a violation of this confidentiality agreement by operation of law shall entitle the complying party to institute one or more of the following measures or actions in consideration of the violation:
7.1 Action under Law 256 of 1996 if the breaches constitute acts of unfair competition and those provided for in Law 446 of 1998.
7.2. Criminal action for the offense of violation of industrial secrecy.
7.3. Any other measures contemplated by law and deemed appropriate. The measures set forth in these four paragraphs are not exhaustive but merely illustrative.
SECOND PARAGRAPH:
The PARTIES, by accepting this, declare that, according to their contractual position within the commercial operation, their position may be dual, having the capacity of both the TRANSMITTER and the RECEIVING PARTY.
8. Penalty Clause: The TRANSMITTER and the RECEIVING PARTY of this CONFIDENTIALITY AGREEMENT agree to include a penalty clause by mutual agreement in order to anticipate the consequences of a breach of the obligations and burdens contained in the law or in this CONFIDENTIALITY AGREEMENT. Therefore, if the RECEIVER fails to fulfill the obligations and burdens arising from this contract, they shall pay the TRANSMITTER an amount equivalent to one thousand (1,000) legal Colombian minimum monthly wages (SMLMV).
9. Territorial Scope of the Agreement: Due to the importance and relevance of the confidential information disclosed by the TRANSMITTER, this agreement shall apply in all countries where the RECEIVERS conduct commercial activities.
10. Dispute Resolution: This Confidentiality Agreement is of a private nature and is subject to Colombian law. The Parties agree to submit any dispute, difference, or claim arising from this Agreement, including its formation, validity, enforceability, interpretation, performance, non-performance, or termination, as well as any non-contractual claims, to a direct settlement mechanism between the parties. This mechanism shall have a term of fifteen calendar days from the date the dispute is brought to their attention. If the dispute, difference, or claim has not been resolved during the aforementioned direct settlement stage or within the fifteen (15) calendar days, it shall be submitted to conciliation as an alternative mechanism for conflict resolution, for which a conciliator from the Chamber of Commerce of Cali, Colombia, shall be appointed.
11. Termination: This Agreement may be terminated, in addition to any causes provided for by applicable legislation, by the following reasons:
a. Termination of the Agreement by mutual agreement, evidenced by a written document signed and authenticated by both parties.
b. Total or partial non-compliance by the RECEIVER with any of the obligations assumed in this Agreement, provided that such non-compliance is not rectified within a maximum period of ten (10) calendar days following a written request for rectification, unless such non-compliance is incurable or renders the performance of this Agreement impossible for the TRANSMITTER, in which case termination may be immediate, without prejudice to any claim for damages that may arise.
12. Validity of the Agreement: This Agreement, together with all attachments, constitutes the entire agreement between the Parties and supersedes any prior or current agreements or communications, oral or written, between them regarding the subject matter hereof. This Agreement may only be modified by a written instrument signed by authorized representatives of the parties, and any waiver shall only be effective if made in writing.
13. Personal Data Treatment: By accepting this document and the Personal Data Processing Authorization, the parties authorize, in advance, expressly and informedly, the use of the personal information provided by any of the group's companies for commercial, historical, statistical, or administrative purposes. They also acknowledge that the processing of personal data shall comply with the provisions of Law 1581 of 2012, Decree 1377 of 2013, or any other regulations modifying them.
14. Survival of Obligations: All provisions of this Agreement that give rise to obligations to be fulfilled after its execution or termination shall survive such execution or termination and remain fully effective, particularly the confidentiality obligation.
15. Non-Competition Clause:The RECEIVING PARTY shall be in breach of this agreement and therefore liable for the payment of the penalty clause and any other damages caused to the TRANSMITTER due to the use of confidential information and other anti-competitive practices stipulated in Law 256 of 1996, such as acts of customer diversion, acts of disruption, acts of confusion, acts of deception, acts of discredit, acts of comparison, acts of imitation, exploitation of another's reputation, among others. With the acceptance of this document, the RECEIVING PARTY acknowledges and agrees that, in accordance with the provisions of this agreement, they will not engage in actions personally or through third parties that may result in direct or indirect economic harm to the business of the TRANSMITTER. The geographical scope includes civil and commercial relationships with companies or traders within and outside of Colombia. The information exchanged by any physical or electronic means received by the RECEIVING PARTY shall not be used for any purpose other than the execution of the business relationship.
FIRST PARAGRAPH: The RECEIVER shall not use the confidential information disclosed by the TRANSMITTER to engage in or carry out commercial activities that are identical or similar to those for which such information was disclosed, under penalty of breaching this contract and the consequences thereof.
16. Effectiveness: The Contract shall be deemed perfected upon the signing of this document by the Parties.
17. Severability: If any provision of this Agreement is deemed invalid or unenforceable by any court or administrative authority with competent jurisdiction, such invalidity or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect.
18. Waivers: The Parties expressly waive any private or judicial requirement for being put into default. Therefore, the Parties agree that this Agreement has executive merit.
19. Prohibition of Assignment: The parties shall not assign, in whole or in part, the obligations undertaken in this contract, and any such assignment shall be considered grounds for termination.
20. Independence: Nothing in the content of this contract shall be interpreted as the establishment of an alliance, joint venture, or association of any kind between the parties, or the designation of one as an agent of the other. Both parties act solely independently of each other, and nothing in this Agreement shall be construed as granting either party the power or authority to act on behalf of the other party.
21. Term: This agreement shall have an indefinite term from its acceptance.
22. Entire Agreement: With the acceptance of this document, the PARTIES accept and acknowledge the acceptance of the entire clause.
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