Audit Reports

PLEASE NOTE: OTAVA® can only release our compliance reports to direct customers of OTAVA and their authorized representatives, or to prospective customers who are actively engaged with an OTAVA representative in order to evaluate OTAVA’s service offerings. Only the designated Security Officer (SO) of an OTAVA customer may approve the release of these reports to a third-party on behalf of that customer. If you are a prospective customer authorized to obtain compliance report(s), please include your information, the company name for whom you are requesting the compliance report(s), and the OTAVA representative assisting you in the box indicated below.

If you have any questions, please contact [email protected] for assistance.

THIS NON-DISCLOSURE AGREEMENT FOR COMPLIANCE MATERIALS (“AGREEMENT”) IS ENTERED INTO BETWEEN OTAVA, LLC, MISSOURI LIMITED LIABILITY COMPANY (“OTAVA”) AND THE RECIPIENT, WHETHER AN INDIVIDUAL OR AN ORGANIZATION (“YOU”), AND GOVERNS THE DISCLOSURE OF THE AUDIT REPORT OR OTHER COMPLIANCE MATERIALS MADE AVAILABLE TO YOU UNDER THIS AGREEMENT (“MATERIALS”).
BY CLICKING “I ACCEPT,” DOWNLOADING, ACCESSING, OR USING THE MATERIALS, YOU AGREE TO THE FOLLOWING TERMS:
1. If You have entered into a Master Service Agreement with Otava that includes confidentiality terms (“MSA”), the MSA applies to You, and You will treat the Materials as Otava’s Confidential Information under the applicable MSA. If an MSA does not apply to You, you agree to be bound by the terms of this Agreement.

2. You agree you will: (a) download, access, or use Materials only connection with evaluating products or services provided to You by Otava; (b) maintain and will cause any Representatives (as defined below) to maintain the confidentiality of the Confidential Information; (c) not disclose the Confidential Information to any third party without Otava’s prior written consent; (b) not reproduce or summarize the Confidential Information; and (c) take reasonable security precautions to protect the Confidential Information, at least as great as the precautions You take to protect Your own confidential information, but no less than a commercially reasonable degree of care.

3. For the purposes of this Agreement, “Confidential Information” means nonpublic information in spoken, printed, electronic, or any other form or medium that Otava designates as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential, including, without limitation, information in tangible or intangible form relating to and/or including audit and security reports pertaining to a Otava product or service, security procedures, software or technical information, Otava’s business policies or practices, and any other data, information, or knowledge concerning or related to the business affairs of Otava or any other person or entity that has entrusted information to Otava in confidence that should reasonably have been understood by You (because of legends, other markings, the circumstances of disclosure, or the nature of the information itself) to be proprietary of confidential information.

4. You will not use Confidential Information except as permitted by this Agreement. You may disclose Confidential Information to Your directors, officers, employees, advisors (including financial advisors, legal counsel, and accountants), subcontractors and agents (collectively, “Representatives”) who have a reasonable need to access thereto for the purposes permitted under this Agreement; provided that (a) the Representative will be bound by an obligation of confidentiality; and (b) You agrees to be responsible for any breach of such confidentiality obligations by your Representative.

5. If You or your Representative receives a request to disclose any Confidential Information under the terms of a valid subpoena or order issued by a court of competent jurisdiction, administrative agency, or is otherwise legally compelled (collectively, the “Order”), unless otherwise prohibited in such Order, You agree to: (a) promptly notify Otava of the existence, terms, and circumstances surrounding such request; (b) cooperate with Otava to secure confidential treatment of Confidential Information or to otherwise take legally available steps to resist or narrow such request; and (c) if disclosure of Confidential Information is required, disclose to the person compelling disclosure only that portion of Confidential Information that is legally required to be disclosed.

6. Otava’s Confidential Information is and will remain the exclusive property of Otava. You agree that you will have no proprietary interest in Otava’s Confidential Information, and nothing contained in this Agreement will be construed to grant You any rights, by license or otherwise, to Otava’s Confidential Information disclosed pursuant to this Agreement, except for an only to the extent of the limited use granted in this Agreement.

7. You represent and warrant to Otava that: (i) you are a direct customer of Otava; (ii) you are Representative of a direct customer of Otava; or (iii) you are a prospective customer of Otava who is actively engaged with a representative of Otava, and you are accessing Confidential Information, including Materials under this Agreement, solely for the purpose of evaluating a prospective business relationship with Otava.

8. You agree to indemnify, defend, and hold harmless Otava from and against all claims, liabilities, losses, and expenses suffered or incurred by Otava arising out of in connection with (a) any breach of this Agreement by You or your Representative; or (b) any use or reliance on the Materials or other Confidential Information by any party that obtains access to the Materials, directly or indirectly, from or through You or your Representative.

9. Upon written request by Otava, You shall: (a) cease using Confidential Information; (ii) return or destroy Confidential Information and all copies, notes, or extracts thereof to Otava within seven (7) business days of receipt of request; and (c) upon Otava’s written request, confirm in writing that You have complied with these obligations.

10. You may not (a) duplicate any part of the Materials, (b) remove any notices from the Materials, or (c) give any part of the Materials, or assign or otherwise provide Your rights under this Agreement, to anyone else without the prior written consent of Otava.

11. You agree that monetary damages may not sufficiently compensate a breach of the terms of this Agreement, and that Otava may seek court orders to stop the disclosure of Confidential Information in breach of the terms of this Agreement without the obligation of posting a bond.

12. If any term of provision of this Agreement is unenforceable, then the remainder of this Agreement will not be affected, impaired, or invalidated, and the other terms and provisions of this Agreement will be valid and enforceable to the fullest extent permitted by law.

13. This Agreement is for the benefit of the Otava, You, and your Representatives, and shall be governed and construed in accordance with the laws (excluding the conflicts of laws rules) of the State of Michigan. Each party hereby consents to the exclusive jurisdiction of the courts of the State of Michigan and of the United States of America in the County of Washtenaw for any actions, suits or proceedings arising out of or relating to this Agreement and the Relationships contemplated hereby (and each Party agrees not to commence any action, suit or proceeding relating thereto except in such courts).

14. This Agreement is the entire agreement between You and Otava concerning the subject matter of this Agreement; it may be changed only by a written document signed by both You and Otava.