THIS AGREEMENT is between Cambridge Michigan Language Assessment LLC, a Delaware Limited Liability Company (hereinafter referred to as “Michigan Language Assessment”) and the representative of the organization signed at end of this page (hereinafter referred to as “Recipient”).
It is understood that Michigan Language Assessment considers to be proprietary and confidential any activities conducted with or on behalf of Michigan Language Assessment as well as all information and documentation relating to those activities, including but not limited to materials, software, documentation, know-how, test items, and test data (“Information”).
It is also understood that Michigan Language Assessment and the Recipient are both interested in having the Recipient receive access to such information for the purpose of their work. Because such Information is proprietary and confidential to Michigan Language Assessment, and to provide an appropriate basis by which such information can be made available to the Recipient, the parties agree as follows:
DEFINITION OF CONFIDENTIAL INFORMATION — The term “Confidential Information” shall include all Information and Materials communicated by Michigan Language Assessment to the Recipient in any manner.
USE OF CONFIDENTIAL INFORMATION — Recipient agrees that it shall hold and treat all Confidential Information in the utmost and strictest confidence. Recipient shall not use Confidential Information to benefit itself or others. Recipient shall not disclose any Confidential Information to any third parties. Recipient agrees that the Confidential Information is and will remain the property of Michigan Language Assessment. If Michigan Language Assessment at any time requests Recipient to do so, the Recipient will return all materials, drawings, data, memoranda, and written information in its possession relating to such Confidential Information, including copies thereof, to Michigan Language Assessment.
TERM — Recipient agrees that the obligations of confidentiality shall remain until Michigan Language Assessment expressly removes the obligation of confidentiality from the date this Agreement is properly executed by both parties.
EXCLUSIONS FROM CONFIDENTIAL INFORMATION — The parties agree that Recipient shall not be liable for any disclosure or use of any Confidential Information disclosed or communicated pursuant to this Agreement by either party:
a. if the Confidential Information is in the public domain or is publicly available or later is in the public domain or becomes publicly available other than through a breach of this Agreement; or,
b. if the Confidential Information is subsequently lawfully obtained by Recipient from a third party of parties; or,
c. if the Confidential Information is required to be disclosed by court order, although Recipient must provide Michigan Language Assessment with ten (10) days’ notice prior to disclosing any such Confidential Information pursuant to court order; or,
d. if Recipient can show by written records that the Confidential Information was known to Recipient prior to the disclosure.
NO RIGHTS GRANTED — Each party agrees that this Agreement does not constitute a grant or an intention or commitment to grant right, title, or interest in Michigan Language Assessment’s Confidential Information.
WARRANTY — Michigan Language Assessment MAKES NO WARRANTIES WITH RESPECT TO THE CONFIDENTIAL INFORMATION. In particular, Michigan Language Assessment does not warrant the completeness or accuracy of the Confidential Information disclosed under this Agreement.
ASSIGNMENT — This Agreement may not be assigned by either party without obtaining the written consent of the other.
SEVERABILITY — If any provision of the Agreement is held to be illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining provisions shall not be affected.
This Agreement becomes binding when signed by all parties. The parties agree that any photocopying or electronically reproduced copy of this fully executed agreement shall have the same legal force and effect as any copy bearing original signatures of both parties.