To improve the services provided to you under our contractual arrangements with our client(s), it is necessary to give the Recipient (“You/Your”) access to our bespoke HR platform – Tayo;

You understand during the course of Your use of Tayo, You shall have access to financial, personal and private information related to the consultants provided by CTG as part of the services provided to You (“Confidential Information”);

You agree maintain such financial, personal and private information in the strictest confidence in accordance with these terms and conditions and acknowledge that any disclosure of such information by CTG to You is made in reliance upon the following covenants;

1. Access

  1. You acknowledge and agree that You will only access the Confidential Information needed to perform Your duties.
  2. You acknowledge and agree that while You might technically be able to access Confidential Information outside of Your unit of responsibility through the Tayo system You will not access any Confidential Information which is not required for You to complete Your responsibilities without express written authorization from CTG.
  3. You acknowledge and agree that the Confidential Information on Tayo is private and confidential and is available to You solely because of Your relationship with CTG's client.

2. Non-disclosure

  1. Subject to Section 3, You shall maintain the Confidential Information in strict confidence.
  2. You undertake that You shall not, either during the term of the CTG's contract with its client on behalf of which You are being authorized, or at any time after its termination (howsoever arising), directly or indirectly, use, disclose or communicate to any person whatsoever and, You shall use Your best endeavors to protect and prevent the publication or disclosure of any Confidential Information.
  3. You undertake that You shall solely use the Confidential Information for the performance of Your official duties;
  4. You undertake to comply with such security measures and procedures as CTG may require to provide for safe custody of the Confidential Information and data in Your possession and to prevent unauthorized access thereto or use thereof including but not limited to:
    1. Keeping access passwords and/or access codes to Tayo secret and not sharing them with any other person;
    2. Not use any other person’s passwords to access Tayo;
    3. Logging off Tayo each and every time You are away from Your computer;
    4. Not download, save or print-screen any Confidential Information unless given prior written authorization by CTG.

3. Exceptions to Confidentiality

  1. The obligations under this Undertaking do not apply to:
    1. any use or disclosure for which You have been given prior, written authorization by CTG;
    2. any disclosure which You are required to disclose pursuant to a valid order of a court or other governmental body or any political subdivision thereof; provided, however, that You shall use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment and, to the extent that it may lawfully do so, You shall first have given notice to CTG and give CTG a reasonable opportunity to interpose an objection or obtain a protective order;
    3. any information which You can establish to the satisfaction of CTG was already in, or comes into, the public domain other than through Your unauthorised disclosure;
    4. any information which You can establish to CTG's satisfaction was at the time of its disclosure to, or receipt by You, already in Your possession free of any restriction upon its disclosure or use; or
    5. any information which You can establish to CTG's satisfaction was lawfully received from any other person not owing an obligation of confidence to CTG without any restriction on its disclosure or use or otherwise in breach of these terms.

4. Notification upon Disclosure

You shall notify CTG immediately upon discovery of any use or disclosure of Confidential Information by any third party and shall cooperate with CTG in every reasonable way to help CTG retain possession of the Confidential Information and prevent further unauthorized use.

5. Equitable Relief; Applicable Law and Jurisdiction

All Confidential Information shall remain the property of CTG. Nothing contained in this Undertaking may be construed as granting or conferring any rights by license, ownership or otherwise, in any Confidential Information disclosed You. You shall promptly return to CTG all Confidential Information upon the written request of CTG or, at CTG’s option, certify destruction of the same in writing. Notwithstanding the foregoing, if all copies of the Confidential Information cannot be accounted for or, Your counsel reasonably believes it is necessary for you to retain some or all of the Confidential Information pursuant to applicable law, You shall provide CTG with a written undertaking agreeing (a) to promptly return such Confidential Information if it is subsequently located or no longer required to be retained pursuant to applicable law, as the case may be, and (b) to be bound indefinitely by the confidentiality and other restrictive covenants of the Undertaking until such time as all such Confidential Information is returned or destroyed.

6. Equitable Relief; Applicable Law and Jurisdiction

It is understood and agreed that money damages would not be a sufficient remedy for any breach by You of this Undertaking and that CTG shall be entitled to equitable relief, including injunction and specific performance without the necessity of posting bond, as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for a breach of this Undertaking but shall be, in addition to all other remedies, available to CTG at law or in equity.

7. Miscellaneous

  1. If any of the restrictions or obligations contained in this Undertaking are held to be invalid or unenforceable but would be valid or enforceable if part of the provision were deleted then such restrictions or obligations shall apply with such deletions as may be necessary to make them enforceable. In the event of any clause contained in the Undertaking or any part thereof being declared invalid or unenforceable by any court of competent jurisdiction, all other clauses and parts thereof shall remain in full force and effect and shall not be affected thereby. Any provision hereof which is deemed to be overly broad by any court shall be construed as broadly as permissible in all relevant jurisdictions.
  2. This Undertaking constitutes the entire agreement between You and CTG with respect to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, with respect thereto.
  3. None of the provisions of this Undertaking shall be deemed to have been waived by any act or acquiescence on CTG’s part, its agents or employees, but only by an instrument in writing signed by an authorized officer of CTG. No waiver of any provisions of this Undertaking shall constitute a waiver of any other provision(s) or of the same provision on another occasion.
  4. CTG may assign or transfer any rights under this Undertaking without Your prior written consent You may not assign or transfer any rights or obligations under this Undertaking without CTG’s prior written consent.
  5. This Undertaking may be executed by facsimile or other electronic transmission and may be signed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.