It is understood and agreed to that the below-identified discloser of confidential information 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.
- The Recipient 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. The Recipient 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 Recipient with respect to any Confidential Information
- that was in Recipient’s possession before receipt from Discloser;
- is or becomes a matter of public knowledge through no fault of Recipient;
- is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Discloser;
- is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or
- is independently derived by Recipient.
- This Agreement states the entire agreement between the parties 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.
Dynamic Bookkeeping shall not be deemed in default of this Agreement, nor shall it hold Party responsible for any cessation, interruption or delay in the performance of its obligations (excluding payment obligations) due to an earthquake, flood, fire, storm, natural disaster, an act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of the Party, provided that the Party relying upon this provision: gives prompt written notice thereof, and takes all steps reasonably necessary to mitigate the effects of the force majeure event.
If a force majeure event extends for a period in excess of 30 days in the aggregate, either Party may immediately terminate this agreement upon written notice.
Limits of Liability
Dynamic Bookkeeping, its agents, partners, representatives, employees, shall not be held liable for any errors or omissions on the part of Party. For any and all claims, losses, expenses, injuries, or damages arising out of or any way related to this Agreement by reason or any act or omission, including breach of contract, not providing requested documentation timely, or negligence not amounting to a willful or intentional wrong, Party understands and agrees that any monetary damages awarded shall not exceed the total compensation received by Dynamic Bookkeeping under the Agreement.
Hardware and Software Warranties
During the course of the engagement, we may recommend a purchase and installation of computer or technological hardware, software, communications, or services by your company. Warranties and technical support, to the extent they exist, are provided only by the manufacturer/vendor of those products. You agree that Dynamic Bookkeeping will not be held liable for any defects, viruses, service outages, or loss of data caused by or on the part of any third party vendors/manufacturers.
Services Outside the Scope of The Engagement
You may request that we perform additional services at a future date not contemplated by our current engagement. If this occurs, we will communicate with you regarding the scope and estimated cost of these additional services via change order. Engagements for permanent additional services will necessitate that we issue a separate engagement letter to reflect the obligations of both parties. We reserve the right to revisit our fees at any time the need arises due to changes in size, structure, employment, or needs of your organization.
Reservation of Rights
Dynamic Bookkeeping reserves the right to re-evaluate the engagement in the event of increased complexity, increased quantity of transactions, and increased employees at any time. Dynamic Bookkeeping further reserves the right to sever the engagement due to non-payment of invoices, unethical/illegal acts perpetrated by agents or employees of your company, non-contact, or inability to obtain necessary documents and information in a timely manner. Any funds received by Dynamic Bookkeeping prior to severance of this engagement will be nonrefundable.