Confidentiality & AI Usage

1. General Confidentiality  

1. A Party which receives Confidential Information (Recipient) from the other Party (Discloser) must keep the Discloser’s Confidential Information confidential and not deal with it in any way that might prejudice its confidentiality.
2. The Recipient’s obligations in relation to the Confidential Information will continue for as long as the Confidential Information is maintained on a confidential basis by the Discloser.
3. At the Termination Date, or when earlier directed by the Discloser:
   1. all Confidential Information must be returned to the Discloser, including all copies of the Confidential Information or any extracts or summaries of the Confidential Information that the Recipient makes and any software that the Recipient creates based on the Confidential Information; and
   2. the Recipient must erase and destroy any copies of any software containing or comprising the Confidential Information in the Recipient’s possession or under the Recipient’s control or that may have been loaded onto a computer possessed or controlled by the Recipient.
4. The Confidential Information does not include information which:
   1. is generally available in the public domain otherwise than as a result of a breach of subclause (a) above by the Recipient; or
   2. was known by the Recipient prior to the Discloser disclosing the information to the Recipient.
5. The Recipient agrees that the Discloser may require any of the Recipient’s personnel to sign a confidentiality agreement in a form that the Discloser approves, as a condition of the Discloser’s acceptance of any of the Recipient’s personnel.
6. The Recipient agrees to indemnify the Discloser fully against all liabilities, costs and expenses which the Discloser may incur as a result of any breach of this clause 9 by the Recipient.
7. The Recipient acknowledges that damages may be an inadequate remedy for breach of this clause 9 and that the Discloser may obtain injunctive relief against the Recipient for any breach of this clause 9.
8. The obligations accepted by the Recipient under this clause 9 survive termination or expiry of this agreement.
9. In relation to Onsold Ancillary Services, the Company may procure Onsold Ancillary Services on behalf of the Client at rates less than what is generally available on the market. The Client acknowledges that such rates are Confidential Information and agrees to be bound by the Recipient’s obligations under this clause 9 in respect of such information.
10. All communications between the Company and the Client may be recorded and/or transcribed using automated services. Such recordings and transcriptions will be used for the delivery of the Services, for record-keeping purposes, or for any other purpose as specified in the Company’s privacy policy available on its website.

  2. Use of Artificial Intelligence (AI):

1. The Client acknowledges that The Company, in providing The Services, may utilize AI tools and technologies, including for the use of Enhanced Note Taking. The Company agrees that any Confidential Information belonging to The Client, and processed or generated by such AI tools and technologies, will be treated as Confidential Information under this clause 9.
2. The Company will, where possible, implement and maintain reasonable security measures to protect Confidential Information belonging to The Client, and processed by AI tools and technologies, including, but not limited to, ensuring that:
   1. AI tools and technologies used comply with applicable data protection laws and regulations.
   2. Where such an option is available, Confidential Information belonging to The Client is not used to train or improve publicly available AI models, unless explicitly authorized in writing by The Client. If model training is unavoidable, The Company will make all reasonable efforts to anonymize the data.
   3. Access to Confidential Information belonging to The Client, and processed by AI tools and technologies, is restricted to authorized personnel only.
   4. The Company will perform due diligence on any AI platform used, to ensure the platform’s terms of service are agreeable with the obligations of this agreement.
3. The Company will promptly notify The Client of any unauthorized access to or disclosure of Confidential Information belonging to The Client, and processed by AI tools and technologies.
4. The Company agrees that all AI generated summaries, notes, or any other output, that contains Confidential Information belonging to The Client, is considered Confidential Information and must be handled according to this clause 9.
5. The Company will, upon request of The Client, provide information on the AI tools and technologies used in the provision of The Services, and the security measures implemented to protect Confidential Information belonging to The Client.