Background Check Service Agreement
8.4 Each party will keep confidential any information and material directly or indirectly made available to the other party or provided by the other party, who is identified as confidential or proprietary or is identified as confidential or proprietary at the time of disclosure, or the type of information and nature of the disclosure are such that a reasonable person would consider it confidential (together “Confidential Information”). Confidential information provided by Checkr includes the features, functions and content of the platform, as well as planned changes or updates, fees and price information. Each party will treat all confidential information strictly confidential using at least the same degree of care as that used for its own confidential information, but in no way less than a prudent and reasonable level of care. Any party may use confidential information exclusively for the purpose of fulfilling its obligations or exercising its rights under this contract. Information which each party can prove: a) was legally held by one party before the other party received; or b) is or will be made public without fault of the receiving party; or (c) was developed or discovered independently by one party, without the other party`s confidential information being used, is not considered confidential information under this agreement. Each party may disclose confidential information only to its staff and representatives who must be aware of the purposes of this agreement and of which each party is required to protect confidential information from unauthorized use and disclosure, in accordance with the terms of a written agreement whose protection of confidential information is provided for in this agreement. Any party may also disclose confidential information in response to an existing order from a court or other government authority, or any other disclosure prescribed by law; provided that the responding party sufficiently informs the revealing party to allow the dividing party to take safeguard measures and/or, in any event, has expressly requested only the exact confidential information or parts of it.