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Welcome to PartnerNetwork...
As a Cognos Business Partner, you are eligible to receive access to this password
protected section of the Cognos web site, created specifically with your needs
in mind. The information contained in this section is of a Cognos confidential
and proprietary nature. Cognos agrees to share this information with you and
to permit its use by you, for as long as you are a registered Cognos Business
Partner, under the terms of the Non-Disclosure Agreement set out below.
Please read it carefully. By clicking on AGREE you, the individual or the
Cognos Business Partner which you represent, are affirming your status as a
current Cognos Business Partner and indicating your consent to be bound by the
terms of this Agreement. If you do not agree with the terms of the Agreement,
click on DO NOT AGREE now.
This is an Agreement between Cognos Incorporated ("Cognos") and the Cognos
Partner as represented by the individual who submits this Non Disclosure
Agreement (the "Agreement")
- PARTNER STATUS - I am a Cognos Partner or an authorized representative of a
Cognos Partner. The Cognos Partner agreement (the "Partner Agreement") which
has been entered into between Cognos and the Cognos Partner contains a
confidentiality [and non-disclosure] provision. The obligations contained in
this Non-Disclosure Agreement are in addition to those confidentiality and
non-disclosure obligations in the Partner Agreement.
- DEFINITION- "Confidential Information" means any information or material
identified by Cognos as confidential or proprietary, which is received by you
whether in oral, written or electronic form, from, through, or as a result of,
access to the PartnerNet web site, and includes, but is not limited to, Cognos
business and marketing strategies, competitive information, products (whether or
not commercially released) and technical specifications, research and development
activities, any of Cognos products source codes or algorithms, or any of
Cognos' intellectual property of any sort.
- RESTRICTED USE - You may use the Confidential Information solely for your
business advantage in assisting you in marketing Cognos products and for no other
purpose. You agree to protect the Confidential Information from disclosure to
others using no less than a reasonable degree of care. You may disclose the
Confidential Information only to those of your employees or contractors who have
a need-to-know and only upon having informed them of the non-disclosure obligation
set out in this Agreement. You are responsible for any unauthorized disclosure of
the Confidential Information, by you or your employees and contractors.
- EXCLUSION- Confidential Information does not include information, that at
the time of disclosure: (i) is already in your possession; (ii) is, or becomes,
public information through no wrongful act by you; (iii) is received by you
from a third party who is under no legal obligation to maintain the confidentiality
of the information, or, (iv) is independently developed by you without reliance
on the Confidential Information. The obligation to hold in confidence and not
disclose the Confidential Information does not apply if you are requested to
disclose the Confidential Information, or any part of it, to the any judicial or
regulatory tribunal or entity, or pursuant to a court order, providing you give
Cognos reasonable notice before that disclosure takes place.
- PROPRIETARY RIGHTS - The Confidential Information disclosed under this
Agreement is and will remain the property of Cognos. You may not modify, transmit
or replicate the Confidential Information in any way. On termination of the
Partner Agreement, withdrawal as a Cognos Partner, termination of the PartnerNet
program, or upon request by Cognos, you will return all Confidential Information
which you hold in tangible form, and provide, at Cognos’ request, a written
certificate of such destruction. You will cease to use the Confidential
Information, in any form, obtained or derived from PartnerNet. No licenses or
rights under any patent, copyright, trademark or other intellectual property
right are granted or are to be implied by this Agreement.
- NO WARRANTY - Confidential Information is provided on an "as is" basis.
Cognos makes no representation or warranty, express or implied, with respect to
any of the Confidential Information and disclaims any implied warranties. In no
event will Cognos be liable for any direct, indirect, special or consequential
damages in connection with, or arising out of, the use or reliance on any
portion of the Confidential Information.
- REMEDIES - You acknowledge that disclosure of Confidential Information will
cause significant injury to Cognos that cannot be entirely remedied by the
payment of damages. Cognos may apply for injunctive relief to any court of
competent jurisdiction to prevent any breach or anticipated breach of the
provisions of this Agreement without any objection being raised by you that
damages would be an adequate remedy.
- INVALIDITY- If any part of this Agreement is found to be illegal or otherwise
unenforceable by any court of competent jurisdiction, that part will be severed
from this Agreement and the remainder will remain in full force and effect.
- GENERAL PROVISIONS - This Agreement will be governed by the laws of the
Province of Ontario, Canada and each party submits to the jurisdiction of the
courts of Ontario. In the event of any conflict or ambiguity between this
Agreement and the non-disclosure and confidentiality provision of the Partner
Agreement, this Agreement will prevail.
I have read and accept the terms of the Non-Disclosoure Agreement
and have authority on behalf of the Cognos Partner to enter into this Agreement
New Partner: If you are a recognized Cognos Business Partner but do not know your Username and Password, or if you are a new Business Partner, please contact your Cognos Partner Account Manager for more information or e-mail us at partnernetwork@cognos.com
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