Terms & Condtions
Confidential Information Agreement
All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
Confidential Obligations
All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
- The Contractor acknowledges that in any position the Contractor may hold, in and as a result of the Contractor's retainer by the Client, the Contractor will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Client and which information is the exclusive property of the Client.
- 'Confidential Information' means all data and information relating to the product or products of the Client as well as all data and information relating to the Client, including but not limited to, the following:
- 'Customer Information' which includes names of customers of the Client, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Client;
- 'Intellectual Property' which includes information relating to the Client's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
- 'Marketing and Development Information' which includes marketing and development plans of the Client, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Client which have been or are being discussed;
- 'Business Operations' which includes internal personnel and financial information of the Client, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Client's business;
- 'Product Information' which includes all specifications for products of the Client as well as work product resulting from or related to work or projects of the Client, of any type or form in any stage of actual or anticipated research and development;
- 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Client, including but not limited to, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
- 'Service Information' which includes all data and information relating to the services provided by the Client, including but not limited to, plans, schedules, manpower, inspection, and training information;
- 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Client, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
- 'Computer Technology' which includes all scientific and technical information or material of the Client, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
- 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Client; and
- Confidential Information will also include any information that has been disclosed by a third party to the Client and is protected by a non-disclosure agreement entered into between the third party and the Client.
- Confidential Information will not include the following information:
- Information that is generally known in the industry of the Client;
- Information that is now or subsequently becomes generally available to the public through no wrongful act of the Contractor;
- Information that the Contractor rightfully had in its possession prior to receiving the Confidential Information from the Client;
- Information that is independently created by the Contractor without direct or indirect use of the Confidential Information; or
- Information that the Contractor rightfully obtains from a third party who has the right to transfer or disclose it.
Confidential Obligations
- Except as otherwise provided in this Agreement, the Contractor must keep the Confidential Information confidential.
- Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Client and will only be used by the Contractor for the Permitted Purpose. The Contractor will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Client or any of their affiliates or subsidiaries.
- The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Contractor in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
- The Contractor may disclose any of the Confidential Information:
- to such of its employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:
- the Contractor has informed such personnel of the confidential nature of the Confidential Information;
- such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Contractor;
- the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
- the Contractor agrees to be responsible for and indemnify the Client for any breach of this Agreement by its personnel.
- to a third party where the Client has consented in writing to such disclosure; and
- to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
- to such of its employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that: