Reading for Information Level 7 Sample Item

Confidentiality

Client and Consultant agree to maintain the confidentiality of each other's trade secrets and any confidential business information disclosed during the term of this agreement, except as authorized by the party that disclosed the information. When the consulting services have been completed, the parties will return all confidential materials and equipment provided during the term of this agreement, unless keeping the materials is authorized by the party that provided them. Each party is responsible for identifying all trade secrets, confidential business information, and confidential materials.

Nothing in this or in any other agreement will prevent any party from using or disclosing confidential information to the extent necessary to carry out the responsibilities in this agreement; or will restrict any party's use or disclosure of information that is or becomes publicly known through lawful means, that was rightfully in that party's possession or part of that party's general knowledge prior to the term of this agreement, or that is disclosed to that party without confidential or proprietary restrictions by a person who rightfully possesses the information; or will prevent any party from responding to a lawful subpoena or court order.

Client agrees that Consultant will neither use nor disclose the trade secrets, confidential information, or confidential materials of third parties, and Client will neither ask nor require Consultant to do so.

Miscellaneous Provisions

All agreements and understandings between the parties concerning the subject matter of this agreement are embodied in this agreement and any proposal to which the parties agreed. It is understood and agreed by both parties that there are no oral or other agreements or understanding between the parties affecting this agreement.

This agreement shall supersede all prior and contemporaneous agreements and understandings between the parties, with respect to any subject covered by this agreement, except as otherwise provided in this agreement.

This agreement may not be amended except in writing by an instrument, signed by each of the parties. No failure or delay in exercising any right under this agreement shall operate as a waiver thereof.

Neither party shall assign or otherwise transfer any rights or obligations under this agreement without the written consent of the other party. Subject to the foregoing agreement, this agreement shall be binding upon and shall inure to the benefit of the parties' respective heirs, successors, attorneys, and permitted assignees.

If any provision of this agreement, or its application to any person, place, or circumstance, is held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, such provision shall be enforced to the greatest extent permitted by law, and the remainder of this agreement and such provision as applied to the other persons, places, and circumstances shall remain in full force and effect.

This agreement shall not become binding on either party until both parties execute it.