This Partner Confidentiality Agreement (the "Agreement") is entered into by and between LogEase [Beijing Yottabyte Information Technology Co., Ltd.] and the entity registering for, accessing, or using the LogEase Partner Portal ("Partner"). BY CLICKING "I AGREE", OR BY ACCESSING AND USING THE LogEase PARTNER PORTAL, PARTNER ACCEPTS AND AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. PURPOSE
LogEase provides Partner with authorized access to the LogEase Partner Portal
(the "Portal") to facilitate discussions regarding potential or ongoing business
collaborations, and to enable Partner to evaluate, promote, resell, integrate,
or support LogEase’s products and services (the "Purpose").
2. SCOPE OF CONFIDENTIAL INFORMATION
"Confidential Information" means any proprietary, non-public, technical, financial, or business information disclosed by LogEase via the Portal, whether in written, electronic, or visual form, which is designated as confidential or which reasonably should be understood to be confidential given the nature of the information.
Specifically, Confidential Information includes without limitation:
• Customer Data & Personal Data: Any data or information of LogEase’s customers, end-users, or prospects, including but not limited to Personal Data (as defined under applicable data protection laws) processed or accessed under this Agreement.
• Sales Enablement & Marketing Resources: Sales playbooks, competitive comparison guides, pricing lists, discounting matrices, sales strategies, and non-public customer case studies.
• Technical Documentation: Product manuals, technical whitepapers, system architecture diagrams, API specifications, and software development/integration guides.
• Salesforce CRM Control & Deal Registration: Any information submitted through or contained in the Deal/Account Registration Forms, prospective customer lists, sales pipelines, and contact details of potential buyers.
• Partner Documents & Channel Policies: LogEase's partner program guidelines, channel discount rules, rebate policies, commissions, and partner legal agreements.
• Training and Certification: Training courseware, technical certification exams, answer keys, and Partner's training enrollment and certification records.
• News & Press Release: Product roadmaps, unannounced strategic product lineups, and embargoed press releases prior to their official public disclosure.
• Other Information of a Similar Nature: Any other proprietary, non-public, technical, financial, or business information that is of a similar nature, character, or purpose to any of the categories listed in items (a) through (g) above.
3. OBLIGATIONS OF PARTNER
• Maintain Strict Confidentiality: Hold all Confidential Information in strict confidence. Partner shall use at least the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
• Restrict Use: Use the Confidential Information solely for the Purpose described in Section 1.
• Restrict Dissemination: Disclose Confidential Information only to its employees, affiliates, or approved subcontractors who have a strict "need to know" for the Purpose, and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.
• No Unauthorized Copying: Prevent unauthorized copying, downloading, distribution, or public display of any materials from the Portal (including whitepapers, product manuals, and channel policies) except as strictly necessary for the Purpose.
• Account Security: Keep all Portal access credentials (passwords, usernames, API keys) strictly confidential. Partner shall be legally responsible for all activities and downloads conducted under its Portal accounts.
4. PROTECTION OF DEAL REGISTRATION & NON-CIRCUMVENTION
• Deal Protection:LogEase agrees to keep all customer lead information submitted by Partner via the registration forms confidential and shall not disclose such deal information to other resellers or competitors.
• Non-Circumvention:Partner agrees not to bypass LogEase and use the Confidential Information (including Logease’s pricing, product documents, or partner channel rules) to solicit business directly from any customer account that has been registered or allocated through the Portal.
5. INTELLECTUAL PROPERTY & RESTRICTIONS
• No License:Nothing in this Agreement shall be construed as granting or conferring any rights, licenses, or implied rights by LogEase to Partner regarding LogEase's patents, trademarks, copyrights, or other intellectual property.
• No Reverse Engineering:Partner shall not, and shall not permit others to, reverse engineer, decompile, decrypt, or disassemble any LogEase software, SDKs, or tools downloaded from the Portal.
6. EXCEPTIONS
• Confidential Information does not include information that:
• is or becomes publicly known through no breach of this Agreement by Partner;
• was already in the rightful possession of Partner prior to disclosure by LogEase;
• is independently developed by Partner without reference to or reliance upon LogEase’s Confidential Information; or
• is required to be disclosed by law or court order, provided that Partner uses reasonable efforts to give LogEase reasonable advance notice thereof to afford the LogEase an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information.
7. TERM AND TERMINATION
• This Agreement shall remain in effect for as long as Partner has active access to the Portal.The obligations of confidentiality under this Agreement shall survive the expiration or termination of this Agreement indefinitely.
• Return or Destruction: Upon the expiration or termination of this Agreement, or at any time upon LogEase's written request, Partner shall immediately cease using and, at LogEase’s option, either return to LogEase or permanently destroy all Confidential Information (including all copies, extracts, and derivatives thereof) in its possession, custody, or control. Within ten (10) business days of such return or destruction, Partner shall deliver to LogEase a written certificate confirming that all such Confidential Information has been permanently deleted or destroyed (and is no longer retrievable).
8. REMEDIES
• Partner acknowledges that a breach of this Agreement would cause LogEase irreparable harm for which monetary damages alone would be inadequate. Consequently, in the event of a breach or threatened breach, LogEase shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or in equity, without the necessity of posting a bond in any court of competent jurisdiction to enforce such obligations.
9. GOVERNING LAW AND JURISDICTION
• This Agreement shall be governed by, and construed in accordance with, the laws of the People's Republic of China (excluding domestic conflict of laws principles, and for the purpose of this Agreement, excluding the laws of Hong Kong SAR, Macau SAR, and Taiwan), without giving effect to conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be submitted to The Primary People's Court of Chaoyang District of Beijing Municipality.
10. MISCELLANEOUS
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the confidentiality of Portal assets and supersedes all prior discussions or agreements regarding the same.