Terms and Conditions

NON-DISCLOSURE AGREEMENT

PARTIES

The client who is getting “Tax Agent” service offered by Taxadvisor.lk (Disclosing Party).
Online Tax Advisor (pvt) Ltd incorporated and registered in Sri Lanka and with company number PV 124651 whose office is at 22, Janadhipathi Mawatha, Bandaragama, Sri Lanka (Consultant).

DEFINITIONS

The definitions in this clause apply in this agreement.

Disclosing party: Confidential Information owned by disclosing party and disclosed to the Consultant,

Confidential Information: any information relating to the business of the disclosing party which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence or as having commercial value in relation to the business of the disclosing party.

Consultant Information: Confidential Information owned by the Consultant and disclosing party.
CONSULTANT'S OBLIGATIONS
1. The Consultant undertakes to respect and preserve the confidentiality of the Disclosing party (subject to clause 2.3 below). The Consultant shall not without the prior written consent of the Disclosing party:
  1. communicate, or otherwise make available, the Disclosing party to any third party; or
  2. use the Disclosing Party Information for any commercial, industrial or other purpose whatsoever other than the Objective; or
  3. copy, adapt, or otherwise reproduce the Disclosing Party Information except as strictly necessary for the purposes of the Objective or as permitted by law.
2. The Consultant may disclose the Disclosing Party or any part thereof, with the prior consent of the Disclosing Party, to any employee of the Consultant who needs access to the Disclosing Party Information in connection with the Objective. In such an event the Consultant agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of the Disclosing Party Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. The Consultant agrees to monitor the use of the Disclosing Party by these employees and to enforce their obligations of confidence at the request of the Company.
3. The obligations contained in this clause 2 shall not apply or shall cease to apply to such part of the Company Information as the Consultant can show to the reasonable satisfaction of the Disclosing Party:
  1. has become public knowledge other than through the fault of the Consultant or an employee or director of the Consultant to whom it has been disclosed in accordance with clause 2 above; or
  2. was already known to the Consultant prior to disclosure to it by the Disclosing Party; or
  3. has been received from a third party who neither acquired it in confidence from the Disclosing Party, nor owed the Disclosing Party a duty of confidence in respect of it.
DISCLOSING PARTY 'S OBLIGATIONS
1. The Disclosing Party undertakes to respect and preserve the confidentiality of the Consultant Information for a period of 5 years after the date of such disclosure (subject to clause 3.3 below). The Disclosing Party shall not without the prior written consent of the Consultant:
  1. communicate, or otherwise make available, the Consultant Information to any third party; or
  2. use the Consultant Information or the Consultant Software for any commercial, industrial or other purpose whatsoever other than the Objective; or
  3. copy, adapt, or otherwise reproduce the Consultant Information or the Consultant Software except as strictly necessary for the purposes of the Objective or as permitted by law.
2. The Disclosing Party may disclose the Consultant Information or any part thereof, with the prior consent of the Consultant, to any employee of the Disclosing Party who needs access to the Consultant Information in connection with the Objective. In such an event the Company agrees to ensure, prior to such disclosure, that the employee in question is made aware of the confidential nature of the Consultant Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. The Disclosing Party agrees to monitor the use of the Consultant Information by these employees and to enforce their obligations of confidence at the request of the Consultant.
3. The obligations contained in this clause 3 shall not apply or shall cease to apply to such part of the Consultant Information as the Disclosing Party can show to the reasonable satisfaction of the Consultant:
  1. has become public knowledge other than through the fault of the Disclosing Party or an employee or director of the Disclosing Party to whom it has been disclosed in accordance with clause 2 above; or
  2. was already known to the Disclosing Party prior to disclosure to it by the Consultant.
PROPERTY RIGHTS
1. The Disclosing Party Information and all related documentation (together, Disclosing Party Property) are proprietary to the Disclosing Party. The Consultant acknowledges that any disclosure pursuant to this agreement shall not confer on the Consultant any intellectual property or other rights in relation to the Disclosing Party Property.
2. The Consultant Information, the Consultant website and all related documentation (together, Consultant Property) are proprietary to the Consultant. The Company acknowledges that any disclosure pursuant to this agreement shall not confer on the Company any intellectual property or other rights in relation to the Consultant Property.
GENERAL
1. This agreement shall be interpreted and construed in accordance with Sri Lankan law. However, either party may enforce the other party's obligation of confidence in the courts of any jurisdiction having competence to issue an injunction directly enforceable against such party.

Last Updated-01^st April 2021