Employer of Record Services Confidentiality Notice
By using Courtpals’ Employer of Record Services you agree to the Terms & Conditions outlined in this Confidentiality Notice.
1. Authorized Purpose: In connection with the Parties ability to perform their contractual duties agreed in this Services Agreement, each Party will be granted access by the other Party to certain valuable confidential and proprietary information, which each Party must treat as confidential.
2. Confidential Information: The term “Confidential Information” means all non-public, confidential or proprietary information disclosed directly or indirectly by either Party (a “Disclosing Party”) to the other Party (a “Receiving Party”) or its affiliates, or to any of such Receiving Party’s or its affiliates’ employees, officers, directors, shareholders, partners, agents, attorneys, accountants or advisors (collectively, “Representatives”), including without limitation documents, computer data, trade secrets, know how, inventions, techniques, processes, algorithms, software programs, schematics, software source documents, customer data (lists, username and passwords, any contact information or other personally identifiable information, software configuration, point of contact, characteristics and agreement terms), pricing, contracts or oral communications, supplier lists and information, business plans and projections, strategic and development plans, marketing plans, sales projections, financial and operational information and legal information, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as confidential or is the type of information that the Receiving Party should reasonably understand to be confidential. Confidential Information may also include information disclosed to the Receiving Party by third parties. Confidential Information will not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party through no action or inaction by the Receiving Party; (iii) is already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession.
3. Non-use and non-disclosure: The Receiving Party shall use the Confidential Information solely to perform its contractual duties agreed to in this EOR Services Agreement and shall not use said Confidential Information for any third party’s benefit. The Receiving Party shall limit disclosures of Confidential Information to its employees, agents, and representatives on a need-to-know basis and to only those employees, agents, and representatives that will be directly assisting Receiving Party with its contractual duties agreed to in the present Agreement.
4. Legally Compelled Disclosure: In the event the Receiving Party is required to disclose the Disclosing Party’s Confidential Information pursuant to a valid order by a court or other governmental body or as otherwise required by law, prior to any such compelled disclosure, the Receiving Party must (a) immediately notify the Disclosing Party of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy, and allow the Disclosing Party to assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure, and (b) provide reasonable assistance, at the Disclosing Party’s sole cost and expense, in protecting against any such disclosure and obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. In the event that such protection against disclosure is not obtained, the Receiving Party will be entitled to disclose the Confidential Information but only as and to the extent necessary to legally comply with such compelled disclosure and, upon the Disclosing Party’s request shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
5. No warranty, limitation of liability: All confidential information is provided “as is”. The Disclosing Party makes no warranties, express, implied or otherwise, regarding its accuracy, completeness or performance, non infringement of third party rights, or its merchantability or fitness for a particular purpose. Neither the disclosing party nor any of its representatives shall be liable to the Receiving Party or any of its representatives relating to or resulting from the Receiving Party’s use of or reliance on any of the confidential information or any errors therein or omissions therefrom.
6. No License: Each Party retains its entire right, title and interest, including all intellectual property rights, in and to all of its Confidential Information. Nothing in this Agreement is intended to grant any license in, express or implied, or rights to the Receiving Party or any of its employees, agents, or representatives under any patent, trademark, trade secrets or copyright of the Disclosing Party, nor will this Agreement assign, option, license, grant or transfer any rights in or to the Confidential Information to the Receiving Party or any of its employees, agents, or representatives.
7. Duties: Client acknowledges and agrees that it owes the Company a fiduciary duty, in addition to the covenants set forth above, prohibiting Client from, among other things: (1) misusing and/or disclosing the Company’s trade secrets and/or Confidential Information; and (2) interfering with the Company’s business relationships, contractual agreements, or prospective opportunities.
Courtpals reserves the right to update or modify these terms and conditions at any time. Clients will be notified of any significant changes via email or through updates on our website.
By using Courtpals’ EOR Services, you acknowledge and agree to the terms and conditions outlined above. Your continued use of our services constitutes your acceptance of these terms, including any updates or modifications. If you do not agree with any part of these terms, please refrain from using our services.