Contract maker

Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential given its nature and the circumstances of disclosure.

Confidentiality

Each party will keep the other party's Confidential Information secret and use it only for the purpose of this agreement.

Exclusions from Confidential Information

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known to the receiving party before disclosure, is independently developed without use of the disclosing party's information, or is lawfully received from a third party without restriction.

Compelled Disclosure

A party may disclose Confidential Information to the extent required by law or a court or regulator, provided it gives the other party prompt written notice where notice is lawful, so the other party may seek a protective order.

No License

Nothing in this agreement transfers ownership of, or grants a license under, any intellectual property of either party, and all rights not expressly granted are reserved.

Return of Materials

On the other party's written request, each party will return or destroy the other party's Confidential Information in its possession, except copies it must keep by law or for routine backup, which stay confidential.

No Warranty

All Confidential Information is provided "as is". Neither party makes any warranty about its accuracy or completeness.

Scope of Services

The Service Provider will perform the services described in a written statement of work agreed by both parties.