13.1 All Confidential Information disclosed or communicated by Ecode to the Merchant or obtained by the Merchant from Ecode in connection with this Agreement including but not limited to the business and operations of Ecode and the terms of this Agreement shall be treated as Confidential Information unless the information:-

1. (a) is or becomes publicly available through no fault of the Merchant;
2. (b) which the Merchant can prove was in its possession or known to it prior to its receipt from Ecode;
3. (c) is or was rightfully received by the Merchant from a third party without a duty of confidentiality being owed by the Merchant to the third party, except where the Merchant has knowledge that the third party has obtained that information either directly or indirectly as a result of a breach of any duty of confidence owed to Ecode; or
4. (d) was independently developed by the Merchant without the use of the Confidential Information.

13.2 The Confidential Information shall be held in strict confidence by the Merchant, using no lesser security measures and degree of care as it uses to protect its own Confidential Information. In any event, the security measures and the degree of care it uses shall, as a minimum, comply with the standards imposed by the applicable laws including the Personal Data Protection Act 2010. The Merchant shall further ensure that the Confidential Information is secured from unauthorised access from internal and external parties and that all Confidential Information used, stored and/or processed shall be free from virus, malware or other malicious codes.

13.3 The Confidential Information shall only be used, copied, reproduced, distributed or disclosed by the Merchant strictly for the purposes contemplated under this Agreement only. The Confidential Information may, however, be disclosed:

1. (a) to its employees or its legal and financial advisers strictly on a need to know basis to implement or perform this Agreement only provided its employees and advisers are subject to and maintain the confidentiality obligation under this Agreement and the Merchant shall indemnify Ecode for any damages, losses, cost and expenses suffered or incurred by Ecode arising out of or in connection with any breaches thereof by its employees and advisers; and/or
2. (b) if its disclosure becomes mandatory pursuant to any laws or any acts of authority or rules of any stock exchange, or is for the purposes of court proceedings.

13.4 Where the Merchant is required to disclose any Confidential Information pursuant to any laws or any acts of authority or rules of any stock exchange, or is for the purposes of court proceedings, the Merchant:

1. (a) shall where practicable and lawful give twenty four (24) hours’ notice to Ecode that it is required to disclose the Confidential Information so that Ecode has an opportunity to protect the confidentiality of its Confidential Information; and
2. (b) provides Ecode with a copy of the Confidential Information that the Merchant is to disclose.

13.5 Upon the expiry or termination of this Agreement, the Merchant shall promptly return to Ecode or, where instructed, destroy Confidential Information of Ecode and immediately cease using all Confidential Information. Where required by Ecode, the Merchant shall provide to Ecode a written undertaking confirming that it has fully complied with the requirements of this Clause 13.5 and that it is not in possession or control of any of Ecode’s Confidential Information.

13.6 The Merchant shall ensure that each of its personnel strictly complies with the obligations under this Clause 13.

13.7 All ownership and Intellectual Property Rights in Ecode’s Confidential Information shall remain vested in Ecode.

13.8 The Parties therefore agree that the Ecode shall be entitled to obtain injunctive relief, or any other restraining or any other appropriate order against the Merchant in the event of any threat or disclosure of Confidential Information.

13.9 The obligations of the Merchant in this Clause 13 shall survive for a period of five (5) years after the termination or expiry of this Agreement.