User account

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If you are a third party representative who is performing implementation and deployment and/or providing on-going administration for a Syclo customer, please provide the name of the customer. THis information will be used for the approval process.

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View the Privacy Policy.

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement is by and between Syclo, LLC, an Illinois limited liability corporation, with an address at 1721 Moon Lake Boulevard, Suite 300, Hoffman Estates, IL 60194, (Syclo) and the party executing the following click-through agreement:

Recitals

A. The Receiving Party hereto wishes to access information contained on Syclo's website. The website contains certain non-public and proprietary information ("information") owned by Syclo.

B. Syclo wishes to preserve the confidentiality of certain information disclosed in connection with the aforementioned website.

NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. As a condition to receiving the information which Syclo may furnish to the Receiving Party covenants to hold and treat the information in strictest confidence and shall not use or disclose the information or any part thereof.
2. Syclo is the exclusive owner of the information, material, and ideas embodied therein and given to the Receiving Party under this Agreement.
3. As used herein, the term information shall mean all technical proprietary sales and financial data and information, whether written or oral, including but not limited to financial papers and statements, customer lists, research and development activities, vendors, computer hardware and software, products, drawings, trade secrets and information regarding operating procedures, pricing methods, marketing strategies, customer relations, future plans and other information deemed proprietary or confidential by Syclo, which has been expressly identified and designated in the index or in the body of the file as Confidential and Proprietary. All information contained in the designated documents shall be deemed Confidential and Proprietary Information.
4. The term Information does not include information which: (a) at the time of disclosure, is in the public domain or which, after disclosure, becomes part of the public domain by publication or otherwise through no fault of the Receiving Party; (b) prior to disclosure hereunder, is property within the legitimate possession of the Receiving Party; (c) was received by the Receiving Party from a third party having the legal right to transmit the same; (d) is independently developed by the Receiving Party through persons who have not had, either directly or indirectly, access to or knowledge of such Information which can be verified by independent evidence; (e) the Disclosing Party provides written approval for its disclosure to parties not covered under this Agreement; (f) is obligated to be produced under order of a court of competent jurisdiction or a valid administrative or congressional subpoena.
5. In further consideration of the disclosure to be made by Syclo, the Receiving Party agrees to promptly redeliver to Syclo upon request and without relieving Receiving Party of any obligation of confidentiality all written material containing or reflecting any information (including all copies, extracts, or other reproductions) and further agrees that Syclo shall have no liability to Receiving Party resulting from use of the Information.
6. It is understood by both parties that this Agreement does not constitute a license to use the Information or material disclosed by Syclo except as specified herein.
7. Nothing in this Agreement shall impose any obligation upon either party to consummate a transaction, to enter into any discussion or negotiations with respect thereto, or to take any other action not expressly agreed to herein.
8. If the Receiving Party is requested to disclose any Information, it will promptly notify Syclo to permit Syclo to seek a protective order or take the appropriate action. The Receiving Party will also cooperate in Syclo's efforts to obtain a protective order or other responsible assurance that confidential treatment will be afforded the Information. If, in the absence of a protective order, the Receiving Party, in the written opinion of its counsel addressed to Syclo, is compelled as a matter of law to disclose the Information, it may disclose to the party compelling the disclosure only the part of the Information as is required by law to be disclosed (in which case, prior to disclosure, Receiving Party will advise and consult with Syclo and its counsel as to such disclosure and the nature and wording of such disclosure) and Receiving Party will use its reasonable best efforts to obtain confidential treatment therefor.
9. Unless extended by mutual consent of the Receiving Party and Syclo, this Agreement shall expire two (2) years from the date hereof.
10. Because money damages would not be a sufficient remedy for any breach of the foregoing covenants and agreements, Syclo shall be entitled to specific performance and injunctive and other equitable relief as a remedy for any such breach in addition to all monetary remedies available at law or in equity.
11. Syclo makes no representation or warranty as to the accuracy or completeness of the Information and the Receiving Party agrees that Syclo and its employees and agents shall have no liability to Receiving Party resulting from any use of the Information.
12. This Confidentiality Agreement represents the entire agreement between the parties with respect to the subject matter contained herein.
13. This Confidentiality Agreement shall inure to the benefit of the respective parties, their legal representatives, successors and assigns.
14. This Confidentiality Agreement shall be governed by and construed in accordance with the Laws of the State of Illinois.
15. If any provision of this Confidentiality Agreement is illegal or unenforceable, its validity shall not affect the other provision of this Confidentiality Agreement that can be given effect without the invalid provision. If any provision of this Confidentiality Agreement does not comply with any law, ordinance or regulation, such provision to the extent possible shall be interpreted in such a manner to comply with such law, ordinance or regulation, or if such interpretation is not possible, it shall be deemed to satisfy the minimum requirements thereof.

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