Confidentiality

(1)       Confidential information refers to all information that Orchestra or the Customer protects against unrestricted disclosure to third parties, or which is to be considered confidential according to the circumstances of disclosure or its content, including the agreement itself.

(2)       The following information is considered Confidential Information of the customer: the Customer Data, marketing and business requirements, as well as implementation plans of the Customer, and/or information about his the Customer’s financial situation; and Confidential Information of Orchestra: the cloud and software as a service Cloud & SaaS and all related or unrelated Orchestra Services, the documentationDocumentation, cloud Cloud materials and analyses created in according to clause Section 777 section Paragraph (4)(4) above, as well as information about research and development, product offers, pricing and availability of Orchestra products and services, all Orchestra software, programs, tools, data or other materials that Orchestra provides to the Customer pre-contractually or based on the an Order Form.

(3)       The Parties undertake to treat all Confidential Information of the respective other Party obtained before and within the scope of the performance of the contract in the same way as they protect their own comparable Confidential Information, for an unlimited period of time period, but at least with reasonable care. Disclosure to third parties shall only be permitted to the extent that this is necessary for the exercise of rights or for the performance of the contract and these persons are essentially subject to comparable confidentiality obligations as regulated herein. Reproductions of Confidential Information of the respective other party parties must - , as far as technically possible -, contain all indications and notes on its confidential or secret character which are contained in the original.

(4)     The clauseSection 202020 section Paragraph (1)(1)(1) does not apply to Confidential Information which:

(a)     Has been independently developed by the Recipient without recourse to the Confidential Information of the disclosing Party, or

(b)     Has become generally accessible to the public without breach of contract by the Recipient or has been received lawfully and without obligation of secrecy from a third party entitled to provide such Confidential Information, or

(c)     Was known to the Recipient without restriction at the time of disclosure, or

(d)    Is exempted from the foregoing provisions upon written consent of the disclosing Party.

(5)    Neither party shall use the name of the other party in publicity, advertising, or similar activities without the other party's prior written consent. However, Orchestra is authorised to use the name of the Customer in references to customer lists, conferences with investors or at times acceptable to both parties within the framework of Orchestra's marketing activities (including references and success stories, customer opinions reflected in the press, reference customer visits, participation in trade fairs). Orchestra may pass on information about the Customer to its associated companiesSub-contractors for marketing and other business purposes; in case that so far as this includes the provision and use of contact data of the customer's contact persons, it will be necessary require additional supplementary permission from the customerCustomer.

 

Reference Customer-reference  agreement

The contracting parties agree that the Orchestra shall be entitled to use the Customer as shall be made available to as a customer reference customer. Orchestra shall be entitled With a in pre-agreed success story by the Customer, Orchestra shall be entitled to use and a mention to the Customer as a reference with logo use on the Orchestra’s website of Orchestra as well as , in presentations or publications of created by Orchestra, or in pre-agreed success stories.

 

General

(1)       No Verbal agreements to supplement a respective Order Form have been made are not effective. Amendments and supplements to the Agreement as well as all declarations of intent and declarations regarding the exercise of rights to structure the Agreement, in particular terminations, reminders or setting of deadlines, must be made in writing. This also applies to the waiver of the written form requirement. The written form requirement may also be complied with by correspondence, or,  (apart from notices of termination,) by electronically transmitted signatures (digital signature, transmission of scanned signatures by e-mail).

(2)       The Cloud & SaaS, the Cloud Materials, and the dDocumentation are subject to the export control laws of various countries, in particular the laws of Switzerland. The Customer is obligated not to hand over the Cloud & SaaS, the documentation Documentation, and or cloud Cloud materials to a government authority to examine a possible granting of rights of use or other official approval without the prior written consent of Orchestra and not to export the Cloud & SaaS, the documentation Documentation and or cloud Cloud materials to countries or to natural or legal persons for whom export bans apply according to concretely applicable export laws. Furthermore, the Customer shall be responsible for compliance with all applicable legal provisions of the country in which Customer's headquarters are located and other countries with respect to concerning the use of the Cloud & SaaS, the documentation Documentation, and or the Cloud Materials by Customer and its Authorised Users. Orchestra hereby expressly points out that Orchestra can be obligated to restrict, suspend, or terminate the access of the Customer to the Cloud & SaaS, cloud Cloud material, and/or documentation, or and other Orchestra materials according to the export control laws of various countries, especially the laws of Switzerland, as well as due to trade sanctions and embargos applicable to Orchestra.

(3)       System notifications and information from Orchestra that relate to the operation, hosting or support of the Cloud & SaaS can also be made available within the Cloud & SaaS, transmitted in the electronic form to the contact person named in the Order form Form, or be made available through Orchestra's support portal.

(4)       Concerning the provision and support of the Orchestra services, the provisions of this MSA may be modified, provided that this does not change the substance of the contract, which is material to the equivalence relationship between the parties, and provided that the modification is reasonable to the CustomerRegarding the provision and support of the Cloud & SaaS, provisions of these MSA may be amended in accordance with the following sentences, if this does not change the content of the contract that is essential for the equivalence relationship between the parties and provided that the amendment is reasonable for the Customer.

(5)       Without the prior written consent of Orchestra, the Customer can neither assign nor transfer the agreement nor, contractual rights, or obligations to third parties. Orchestra can transfer the agreement to a company associated with Orchestra at any time without the permission of the customer.

(6)       All other terms and conditions of any kind between the Customer and Orchestra are excluded. If any provision of this document or the related Order Forms is or becomes invalid, the remaining provisions shall not be affected. The parties shall replace the invalid provision with a valid provision that is as close as possible to the contractual content and the economic and legal meaning and purpose of the invalid provision; the same shall apply in the event of a gap in the agreementsAll other conditions of whatever nature on the part of the Customer and Orchestra are excluded. Should individually provisions of this document or of an Order Form be or become ineffective, the remaining provisions shall remain unaffected. The parties are obliged to replace an invalid provision with a valid provision that comes as close as possible to the contractual content as well as the economic and legal meaning and purpose of the invalid provision; the same applies if a gap in the agreements should become apparent.

(7)       All contractual and non-contractual claims shall are be governed exclusively by Swiss substantive Swiss law (excluding the UN Convention on Contracts for the International Sale of Goods and conflict of law’s provisions).

(8)              The ordinary courts of the city of Zurich shall have exclusive jurisdictions for all disputes arising from or in connection with the agreement and/or t