TaxQue®, we place a major emphasis on maintaining the confidentiality of Client
information and Information Security Management. The following are key features
of our Confidentiality Agreement, applicable to all our clients.
It is understood and agreed to that a TaxQue® Client may provide certain information
that is and must be kept confidential. To ensure the protection of such
information and to preserve any confidentiality necessary under patent and/or
trade secret laws, it is agreed that:
· The Confidential Information to be disclosed can
be described as and includes Invention description(s), technical and business
information relating to proprietary ideas and inventions, ideas, patentable
ideas, trade secrets, drawings and/or illustrations, patent searches, existing
and/or contemplated products and services, research and development,
production, costs, profit and margin information, finances and financial
projections, customers, clients, marketing, and current or future business
plans and models, regardless of whether such information is designated as
"Confidential Information" at the time of its disclosure.
· TaxQue shall limit disclosure of Confidential
Information within its own organization to its directors, officers, partners,
members, employees, and/or independent contractors (collectively referred to as
"affiliates") having a need to know. TaxQue and affiliates will not
disclose the confidential information obtained from the discloser unless
required to do so by law.
· This Agreement imposes no obligation upon TaxQue
with respect to any Confidential Information (a) that was in TaxQue possession
before receipt from TaxQue Client; (b) is or becomes a matter of public
knowledge through no fault of TaxQue; (c) is rightfully received by TaxQue from
a third party not owing a duty of confidentiality to the TaxQue Client; (d) is
disclosed without a duty of confidentiality to a third party by, or with the
authorization of TaxQue; (e) is public knowledge or the information is available
in the public domain; or (f) is independently derived by TaxQue.
· This Agreement states the entire agreement
between TaxQue and TaxQue Client concerning the disclosure of Confidential
Information. Any addition or modification to this Agreement must be made in
writing and signed by the parties.
· If any of the provisions of this Agreement are
found to be unenforceable, the remainder shall be enforced as fully as
possible, and the unenforceable provision(s) shall be deemed modified to the
limited extent required to permit enforcement of the Agreement as a whole.
· You are solely responsible for any consequences,
losses, or damages that we may directly or indirectly incur or suffer due to
any unauthorized activities conducted by you, as explained above, and may incur
criminal or civil liability.