CONFIDENTIALITY UNDERTAKING BETWEEN OFFSITECENTRAL LTD ("OffsiteCentral") Unit 5, 77 The Strand, Parnell, Auckland New Zealand AND [CLIENT] OffsiteCentral Ltd hereby undertakes: To protect and maintain the confidentiality to the full extent permitted by law of any Confidential Information provided by the client whether relating to itself or its own clients ("Confidential Information") and given to OffsiteCentral for the specific purpose of providing transcription services from electronic audio files, in the form of single speaker dictation or multiple speaker conversation between two or more persons. Definitions "Confidential data" is client information contained in audio recordings or in the form of transcription or otherwise; OffsiteCentral undertakes to treat all data provided by the client as confidential and to preserve its confidentiality during the time in which such confidential data is in its possession or under its control and during the performance of this contract and thereafter until such time that the confidential data shall pass into the public domain; All information or data disclosed to OffsiteCentral shall be deemed to be confidential data except for that which (i) at the time of disclosure was in the public domain; (ii) after disclosure, passes, through no act or omission on the part of OffsiteCentral, into the public domain; Confidential data include all information contained in any electronic file or otherwise provided to OffsiteCentral including, but not limited to, the identity of OffsiteCentral's clients, the nature of their work and the subject-matter of the transcription and any other incidental information relating to any third party so contained therein; To use the confidential data for the purpose set out herein; Not to duplicate or transmit or permit the duplication or transmission of any confidential data except as may be necessary for the Purpose; To take all reasonable security precautions to keep the data confidential and to exercise a sufficient degree of control over all confidential data provided to OffsiteCentral, to assume full responsibility to protect the confidential nature of the data and to institute any necessary procedures to protect its confidential nature, and to ensure compliance with the preceding paragraph 4 and in particular to ensure that the employees and/or contractors of OffsiteCentral do not: (i) discuss the confidential data with any other person not also bound by the terms of this Agreement; or (ii) without first obtaining the express consent of the client remove the confidential data from secure data housing where the data is maintained or the premises of OffsiteCentral other than to return or make available transcription of the confidential data to the client; or (iii) produce any additional copy, image and/or recording of the confidential data other than as required by the client; or (iv) retain, following completion of transcription, the confidential data, but shall return or destroy all confidential data whether in hard copy or electronic format. If OffsiteCentral is required to produce the confidential data pursuant to a court order, legal process or governmental action, first to give the client notice thereof and an opportunity to consider whether there are appropriate grounds to object to such production and, if so, make representations to the requesting authority to object to such production; and At the end of a period of 15 working days following receipt of payment for the completed transcript from the client, unless otherwise expressly agreed, OffsiteCentral and its contractors shall destroy all confidential data and shall provide the client with a certificate of compliance if requested; OffsiteCentral shall notify the client immediately upon discovery of any unauthorised use or disclosure of the confidential data or any other breach of this Agreement by OffsiteCentral or its employees or contractors and will cooperate with the client in any reasonable way to help the client regain possession of the confidential data and prevent any further breach. All Confidential Information shall remain the property of the client including any transcription of the confidential data prepared by OffsiteCentral. This Agreement shall survive any change or termination of the parties' business relationship. This Agreement shall be governed by and construed in accordance with New Zealand law. This Agreement should be read in conjunction with the Client Service Agreement for general terms and conditions. This Agreement and the Client Service Agreement constitute the entire agreement between OffsiteCentral and the client with respect to the treatment of confidential data. Any changes or modifications to this Agreement shall be effective by publication on the website of OffsiteCentral. Accepted and agreed for and on behalf of OffsiteCentral and the client. NAME ________________________ POSITION _____________________ SIGNATURE ___________________ DATE ________________________ On behalf of OffsiteCentral NAME ________________________ POSITION _____________________ SIGNATURE ___________________ DATE ________________________ On behalf of the client