THIS AGREEMENT is between ABRAMS CONSULTING GROUP, INC., dba Abrams Travel Data Services (“ATD”), a New York Corporation having its principal office at 3020 Westchester Avenue, Purchase, New York, 10577, and _______________________________________,
(“The Participant”). (Insert name of your company & primary office address)
Introduction:
ATD
is undertaking a project (“The Project”) to periodically aggregate financial
and operating performance data from participating car rental companies for the
purpose of creating industry benchmarks for ATD to use and report in its Car
Rental Market Scan information service, and in
related reports. During the
course of collecting information from The Participant, ATD will have access to
certain proprietary information, which The Participant requires to be kept
confidential. In addition, The
Participant desires to avoid the unauthorized disclosure or use of any such
information, and desires to set forth the rights of use of this information by
ATD. Therefore, ATD and The
Participant, in consideration of the mutual covenants and promises therein, and
other good and valuable consideration, agree as follows:
1.
Confidential Information: For purposes of The Project, “Confidential
Information” shall mean any and all information relating to the business or
assets of The Participant,
or its parent or subsidiaries, which is not generally
available to the public, including, without limitation, financial or
operational performance data provided by The Participant to ATD on the survey
form specifically created to collect participant information, and any other
information given by The Participant to ATD as part of the project procedures.
2.
Confidentiality/Non-Disclosure: ATD shall not at any time, whether before or
after the conclusion of its association with The Participant, sell, offer to sell,
transfer, disclose or otherwise make available any Confidential Information to
any corporation, governmental body, individual, partnership, association or
other entity (a “Person”) other than (a) to an accountant, attorney, employee
or other agent of The Participant,
or (b) as required by applicable law after written notice has been given to The Participant. ATD
shall not use such Confidential Information for any purpose other than for the
conduct of The Project, unless duly authorized, in writing, by The Participant.
3.
It is understood that ATD will take all necessary
and reasonable precautions, create safeguards, and firewalls to maintain and
protect the confidentiality of The Participant’s confidential information. The Participant’s data will be used and
presented exclusively in ATD’s work product, i.e., the industry benchmarking
report, and will only be shown in an aggregated form with other participating
rental operators, such individual participant data invisible to anyone outside
of ATD, or its parent, ACG. The
obligation to protect the sanctity of The Participant confidential information
shall survive its involvement with ATD’s benchmarking project.
4.
It is understood that ATD shall own the work
product, i.e., the aggregated benchmarking report, and The Participant shall
receive a complimentary copy of such report in return for its
participation. The Participant agrees
that such report will only be disseminated or shared within The Participant’s
own business organization (defined as the business entity from which the
confidential data was extracted) and in no case shall be resold by The
Participant for compensation, nor shared with other businesses or entities not
directly participating in the Project.
5.
ATD shall not allow Confidential Information that
it receives from The Participant to be disclosed to anyone other than to such
of the ATD’s employees (“Permitted Representatives”) as have a reasonable need
to know that Confidential Information in connection with processes and
procedures required to conduct and consummate the Project (“Permitted
Purpose”). ATD shall not use or allow its Permitted Representatives to use the
Confidential Information for any purpose other than for the Permitted Purpose.
ATD shall notify all Permitted Representatives receiving such Confidential
Information of the obligations imposed by this letter of
agreement and shall be responsible for any breach of this letter of agreement by any
of its Permitted Representatives.
6.
All participants will complete the
survey form, provided by ATD in an electronic format, within the project
deadline. Participants will have approximately two business weeks to complete
and return the survey form to ATD. The actual deadline date will be listed on
the survey form itself. Failure to return the survey within the project
deadline would result in forfeiture of receipt of the benchmark survey report.
All communications related to this project will be done through the Internet
(unless otherwise indicated) and the benchmark report will be available only in
an electronic file.
7. Participants will only receive
benchmarking reports for those quarterly surveys in which they actually
participated, regardless of past
participation.
By affixing a duly authorized representative’s signature to the
space provided below, The Participant hereby confirms its understanding and
agreement with the above terms associated with participation in the ATD Car
Rental Industry Benchmarking Project. The executed
agreement should be faxed to ATD at 914-696-5101, or can be executed, scanned
and emailed to
pworthington@abramsconsulting.com. Please print this document and fax it back to Abrams Travel Data at
914-696-5101 or
Click
here to download this document in Word format. Receipt of the executed agreement by ATD is a
requirement of participation.
For: ABRAMS TRAVEL DATA SERVICES
Director of Surveys
For:
THE PARTICIPANT
Signature
Date: _____________________________
Name: __________________________
Title: __________________________
Company: ____________________________
Phone Number: __________________________
Fax Number: ___________________________
Email Address: __________________________
Date: ___________________________