5.2 Confidential information includes all information classified as proprietary and confidential by a party to the publication, confidential information remaining the exclusive property of the revealing party, unless the ownership of that confidential information is expressly stipulated in the agreement. Items are not considered confidential information when: (a) are made available to the public as being in violation of the recipient`s consent; (b) to be properly received by a third party who does not violate any obligation of confidentiality; (c) be developed independently of one party without having access to the other party`s confidential information; or (d) that the recipient is rightly known at the time of disclosure, as evidenced by his written recordings. 5.3 Each party accepts that, in the absence of the other party`s explicit written agreement, it does not use the other party`s confidential information for any purpose or transmit it to third parties. Each party undertakes to protect the other party`s confidential information from use or disclosure that has not been authorized by or in accordance with this Agreement by measures, and to exercise a level of caution at least as protective as this, xxxxx or (company name) exercises to preserve the confidentiality of its own proprietary information. , but, in the present circumstances, no less than a level of due diligence. Each party only allows access to the other party`s confidential information by persons (a) who have entered into a written confidentiality agreement with the other party on conditions as restrictive as those set out in it and (b) who, in the course of their duties, require access to the rights of the other party in relation to the rights of the other parties under this agreement. 7.8 This agreement, all attached schedules and all other agreements covered by or to be concluded by the parties under this contract constitute the whole agreement and agreement between the parties with respect to the purpose of the agreement and merges all prior discussions between them and replaces any other agreements or agreements that could have been reached between the parties. , to the extent that such an agreement or agreement relates to the provision of services (company name). (Company name) acknowledges that it did not reasonably rely on any other insurance or statement that is not included in this Agreement or that was made by a person or organization other than xxxx.
To the extent that the terms of (company name) s or other correspondence may be inconsistent with this agreement, this contract is more controlling. 1.4 Executives of (company name) and xxxx will verify the status of services, business declaration, change orders, invoices and estimates as required. A written report assessing the state of affairs is prepared. xxx and (company name) agree to run and manage copies of these status reports. Amendment: This agreement is concluded on a voluntary basis and is at will. In other words, each party is free to terminate the consulting contract at any time, with or without reason. Nothing contained in the company documents should alter this at-will directive in any way, and the At-will Directive cannot in any way be changed by the oral or written insurance of the persons employed by (company name).