Pulse Supply (AKA Pulse Communications, Inc.) (“PULSE”) provides restricted access to corporate data and its Customer Relationship Management (CRM) system only to authorized employees and affiliates of PULSE. Such access is hereto referred to collectively as Services (“SERVICES”).
By accessing PULSE SERVICES, you are a User (“USER”) and you accept and agree to the terms (“TERMS”) below as a legal contract between USER and PULSE.
USER is required to comply with all laws related to, but not limited to, accessing SERVICES, the confidentiality of information, non-proliferation of trade secrets and PULSE industry know-how.
Treatment of Information
USER acknowledges that, in and as a result of USER’s employment or affiliation with PULSE, USER shall or may be making use of, acquiring and adding to information of a special and unique nature and value relating to such matters as PULSE’s confidential information, proprietary information, know-how, inventions, trade secrets, systems, programs (including, without limitation, PULSE’s computer software or programs), procedures, manuals, confidential reports and communications, and lists of customers and clients.
USER further acknowledges that any information and materials received by PULSE, as it applies to SERVICES, from third parties in confidence (or subject to non-disclosure or similar covenants) shall be deemed to be and shall be confidential information within the meaning of the agreement. As a material inducement to USER to employ and/or affiliate with (and to continue to employ and or affiliate with) USER and to pay to USER compensation for such services to be rendered to PULSE by USER or affiliate, USER covenants and agrees that USER shall not, except with the prior written consent of PULSE, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, any of such information which has been obtained by or disclosed to PULSE as a result of USER’s employment or affiliation with PULSE, including any information referred to in section titled “Definition of Protected Information” hereof.
Definition of Protected Information
For purposes of this Agreement, the term “Protected Information” shall mean all of the information referred to in “Treatment of Information” hereof and all of the following materials and information (whether or not reduced to writing and whether or not patentable or protectable by trademark or copyright).
1. Applications, operating systems, databases, communication, and other computer software, whether now or hereafter existing, developed for use on any operating system, all modifications, enhancements and versions and all options available with respect thereto, and all future products developed or derived therefrom;
2. Source and object codes, flowcharts, algorithms, coding sheets, routines, sub-routines, compilers, assemblers, design concepts, and related documentation and manuals;
3. Production processes, marketing techniques and arrangements, mailing lists, purchasing information, customer prospect names and requirements, employee, customer, supplier and distributor data and other materials or information relating to PULSE’s business and activities and the manner in which PULSE does business;
4. Discoveries, concepts and ideas, and including, without limitation, the nature and results of research and development activities, processes, formulas, inventions, computer-related equipment or technology, techniques, “know-how”, designs, drawings, and specifications;
5. Any other materials or information related to the business or activities of PULSE which is not generally known to others engaged in similar businesses or activities; and
6. All ideas which are derived from or relate to USER’s access to or knowledge of any of the above-enumerated materials and information.
7. Failure to mark any of the Protected Information as confidential, proprietary or Protected Information shall not affect its status as part of the Protected Information under the terms of this Agreement.
Ownership of Information and Related Intellectual Property
USER covenants and agrees that all rights, title and interest in any Protected Information, including without limitation, all inventions, discoveries, improvements, devices, tools, machines, apparatus, appliances, designs, practices, processes, methods, formulae or products, whether or not patentable, directly or indirectly related to PULSE’s business shall be and shall remain the sole and exclusive property of PULSE.
Injunctive Relief
USER understands and agrees that PULSE shall suffer irreparable harm in the event that USER breaches any of USER’s obligations under this Agreement, and that monetary damages shall be inadequate to compensate PULSE for such breach. Accordingly, USER agrees that, in the event of a breach or threatened breach by USER of any of the provisions of this Agreement, PULSE, in addition to and not in limitation of any other rights, remedies or damages available to PULSE at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and permanent injunction in order to prevent or to restrain any such breach by USER, or by any or all of USER’s partners, co-venturers, employers, employees, servants, agents, representatives and any and all persons directly or indirectly acting for, on behalf of or with USER.
Materials
All customer lists, sales information, notes, data, tapes, reference items, sketches, drawings, memoranda, records, and other materials in any way relating to any of the information referred to as being available via SERVICES (including, without limitation, any Protected Information) or to PULSE’s business shall belong exclusively to PULSE, and USER agrees to turn over to PULSE all copies of such materials in USER’s possession or under USER’s control at the request of PULSE or, in the absence of such a request, upon the termination of USER’s employment or affiliation with PULSE.
Indemnification
USER hereby agrees to defend, indemnify and hold harmless PULSE against any and in respect of: (i) any and all losses and damages resulting from, relating or incident to, or arising out of any misrepresentation or breach by USER of any warranty, covenant or agreement made or contained in this Agreement as such items are referred to above; and (ii) any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable attorneys’ fees) incident to the foregoing.
USER HAS CAREFULLY READ AND CONSIDERED THE PROVISIONS OF THIS AGREEMENT IN ITS ENTIRETY AND, HAVING DONE SO, AGREES THAT THE RESTRICTIONS SET FORTH IN SUCH ARTICLES ARE FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE INTERESTS OF PULSE AND ITS BUSINESS, OFFICERS, DIRECTORS, AND EMPLOYEES.
Copyright Notice
This website and its content is copyright of Pulse Communications, Inc. - © Pulse Communications, Inc. 1996 - 2019. All rights reserved.
Any redistribution or reproduction of part or all of the contents of this website in any form is prohibited other than the following:
You may view data in the course of performing your duties as an active employee or authorized affiliate of Pulse Communications, Inc.
You may not, except with PULSE’s express written permission, distribute or commercially exploit any content. Nor may you transmit it or store it in any other website or another form of the electronic retrieval system. Printing or downloading content is strictly prohibited.
