Transcription Confidentiality Agreement

THIS AGREEMENT (the “Agreement”) made in duplicate, regarding transcription services provided by Verbalscripts to [Your Name]is effective as of [Month], [Date] [Year]; BETWEEN: Verbalscripts Transcription Services Hereinafter referred to as the “Contractor” and [Your Name] Hereinafter referred to as the “Client”.
WHEREAS the Contractor has entered into an agreement with (“the Client”) for the provision of transcription services regarding audio, video and transcripts (“confidential data”);
AND WHEREAS the Contractor is providing transcription services to the Client;
AND WHEREAS the Contractor is transcribing audio (“confidential data”) provided by the Client to the Contractor;
AND WHEREAS the Client requires that the Contractor and any individuals providing transcription services regarding confidential data enter into a Confidentiality Agreement;
NOW THEREFORE the Contractor, in consideration for being given the opportunity to provide transcription services regarding confidential data, agrees as follows:
The Contractor desires to provide transcription services to the Client. During the provision of services, the Client may share certain information with the Contractor. Therefore, in consideration of the mutual promises and covenants contained in this Agreement the parties agree as follows:

1. For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Client and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:
   1. Information contained in audio and video recordings;
   2. Transcripts of audio and video recordings;
   3. Documents aiding the transcription process;
   4. Any other information that should reasonably be recognized as confidential information of the Client.
2. Notwithstanding the above, Confidential Information shall not include information which:
   1. Was known by the Contractor prior to receiving the Confidential Information from the Client;
   2. Becomes rightfully known to the Contractor from a third-party source not known (after diligent inquiry) by the Contractor to be under an obligation to the Client to maintain confidentiality;
   3. Is or becomes publicly available through no fault of, or failure to act by, the Contractor in breach of this Agreement;
   4. Is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation

In accordance with seeking transcription services the Client may disclose Confidential Information to the Contractor. The Contractor will:

1. Limit disclosure of any Confidential Information to its transcribers, proofreaders, or team members (collectively “Representatives”) who have a need to know such Confidential Information in order to provide the transcription services to which this Agreement relates, and only for that purpose;
2. Advise its Representatives of the very private and very confidential nature of the Confidential Information and of the obligations set forth in this Agreement and require their Representatives to sign similar legally binding Confidentiality Agreements with the Contractor;
3. Shall keep all Confidential Information strictly confidential by using a high degree of care and security; and
4. Not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).

The Contractor agrees to use the Confidential Information solely in connection with the provision of transcription services and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Client. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Contractor hereunder. Title to the Confidential Information will remain solely in the Client. All use of Confidential Information by the Contractor shall be for the benefit of the Client and any modifications and improvements thereof by the Contractor shall be the sole property of the Client.

The Contractor shall return, delete, or destroy all recordings containing the Confidential Information provided, including all transcripts and audio and video recordings, upon the earlier of:

1. The completion or termination of the project between the parties as contemplated herein;
2. The termination of this Agreement;
3. At such time as the Client may request;
4. In accordance with privacy terms.

1. This Agreement constitutes the entire understanding between the parties and supersedes any and all prior understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
2. The validity, construction and performance of this Agreement shall be governed and construed in accordance with the law applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The court shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.
3. In the event of any controversy or claim arising out of or relating to this agreement, or the breach thereof, the parties shall:
1. Negotiation: Enter into negotiation with each other, recognizing their mutual interests, and attempt to reach a solution satisfactory to both parties. If a settlement is not reached within 7 days, then either party may proceed to mediation.
2. Mediation: By notice to the other party and an online-based recognized mediator, demand mediation under the Mediation Rules of the International Centre for Dispute Resolution. If a settlement is not reached within 7 days after the written demand for mediation, either party may proceed to arbitration.
3. Arbitration: Any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration administered by the law.

Conclusion

Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

• CONTRACTOR:VerbalScripts
• CLIENT:auto name