1.        CONFIDENTIALITY

1.1      All information that the Merchant may obtain from SCCP in connection with or in the course of its use of the Swiff Services (“the SCCP Information”) in any form or medium whatsoever, whether intended or by accident, shall be kept confidential and the Merchant undertakes:

1.1.1   not to disclose the SCCP Information to any person other than to such of its duly appointed and authorised sub-contractors, each of whose identities has been previously notified to SCCP in writing and whom SCCP has approved for such disclosure to be made to or to its own employees, and in either case, who have a need to know the same for the purposes of the Merchant's performance of this Agreement, provided that the Merchant shall

(i)         ensure that such of its employees and authorised sub-contractors shall be bound by the same obligation of confidentiality under this Clause 1; and

(ii)         assume full responsibility for the acts and/or omissions of its said employees and authorised sub-contractors with regard to the Information as if such acts and/or omissions were its own; and

1.1.2   not to use the SCCP Information other than for the purposes as permitted or obviously contemplated under this Agreement or with SCCP's express written consent.

1.2      All information that SCCP may obtain in its performance of Swiff Services in relation to Customers, may be used for the purpose of performing the Swiff Services, subject to and in accordance with and subject to the mandatory regulations applicable to the handling and protection of personal data.

1.3      The obligations contained in Clauses 1.1 and 1.2 shall not apply to information which:

1.3.1   has entered the public domain other than by the default of the Merchant (or its agents, employees, representatives or other persons for whom the Merchant is responsible vis-a-vis SCCP);

1.3.2   is required to be disclosed pursuant to any order of court or other governmental authority under the applicable law, provided that any such disclosure shall be limited to that which is legally required and the Merchant shall have notified SCCP of the same immediately upon being required to comply with the said order to disclose.

1.4      The provisions in this Clause 1 shall survive the termination of this Agreement.

2.        SWIFF INTELLECTUAL PROPERTY

2.1      The Merchant acknowledges that SCCP and/or its licensor's is/are the sole and exclusive proprietor/s of and the Merchant undertakes not to challenge, dispute or question such sole and exclusive proprietorship in the Swiff Intellectual Property comprising:

2.1.1   the copyright, designs and other intellectual property rights comprised in the information, text, graphics, scripts, software, technology, music, sound, photograph or any other materials or works used on, comprising, contained in or used in connection with the Swiff System, the Swiff Services and the Swiffbook including SCCP’s marketing or promotional materials relating thereto;

2.1.2   the ideas, innovation and/or invention relating to the Swiff System (and any and all parts thereof), including the patent grant(s), if any, in relation thereto; and

2.1.3   the Swiff Marks.

2.2      The Merchant further agrees and undertakes that it shall not without SCCP's prior written consent:

2.2.1   reproduce, copy, reverse compile, adapt, modify, distribute, commercially exploit, apply, make use of, display, broadcast or transmit in any manner or by any means or store in an information retrieval system any part of the Swiff Intellectual Property; or

2.2.2   create or use derivative works from any of the Swiff Intellectual Property or otherwise use any of the Swiff Intellectual Property in a manner not duly authorised by SCCP under this Agreement.

2.3      The Merchant will immediately notify SCCP of all circumstances coming to the attention of the Merchant which may constitute an infringement and/or passing-off and/or taking unfair advantage of any of the Swiff Intellectual Property and shall take such reasonable action in connection therewith as SCCP may direct to assist SCCP in the protection of the Swiff Intellectual Property.