Maryland limited liability companyMutual Confidentiality Terms
These terms protect information exchanged while you and Working Answer Group explore a possible engagement. They apply mutually and do not require either side to proceed.
1. Parties and purpose
These Mutual Confidentiality Terms for Engagement Requests (the “Agreement”) are between Working Answer Group LLC, a Maryland limited liability company (“WAG”), and the person or organization identified in the engagement request (“Prospect”). If the individual submitting the request identifies an organization and affirms authorization to act for it, “Prospect” means that organization; otherwise it means the individual submitting the request. The parties may exchange nonpublic information solely to evaluate, scope, propose, and discuss a possible consulting engagement, including related diligence and negotiations (the “Purpose”). Either party may be a “Disclosing Party” or “Receiving Party.”
2. Confidential information
“Confidential Information” means nonpublic information disclosed by or for a Disclosing Party in connection with the Purpose that is marked confidential or that a reasonable person would understand is confidential given its nature or the circumstances. It includes, without limitation, operational and security concerns, business plans, financial information, employee or customer information, technology configurations, prospective projects, pricing and proposals, and copies, summaries, notes or analyses reflecting such information. Information submitted in the engagement request form is covered to the extent it meets this definition, without requiring a separate confidentiality marking. Disclosures may be written, electronic, oral, or visual.
3. Use and protection
The Receiving Party shall: (a) use Confidential Information only for the Purpose; (b) protect it with at least reasonable care and no less than the care used for its own similarly sensitive information; and (c) not disclose it except to its employees, owners, independent consultants, legal or financial advisers, or service providers who reasonably need to know for the Purpose (“Representatives”) and are subject to legally enforceable confidentiality obligations or professional duties at least as protective as this Agreement. Each party is responsible for its Representatives’ compliance with these obligations. WAG may share submissions with its authorized independent consultants only as needed to evaluate or provide the requested services.
4. Exclusions
Confidential Information does not include information the Receiving Party can demonstrate: (a) becomes public without its breach; (b) was lawfully known to it without confidentiality restrictions before disclosure; (c) is independently developed without use of the Disclosing Party’s Confidential Information; or (d) is lawfully received from another source without an obligation of confidentiality. The Receiving Party may disclose information required by law, court order, or lawful government request, provided it gives notice when legally permitted and reasonably practicable, and discloses only what is required. Nothing limits protected reports to government authorities or other legally protected disclosures.
5. Data and submission boundaries
Prospect should initially provide only information reasonably needed to describe the engagement. Prospect shall not submit passwords, authentication secrets, payment card numbers, Social Security numbers, protected health information, classified information, or other highly regulated or exceptionally sensitive data through the general inquiry form. Any such material must be shared only after the parties agree on a suitable secure transfer method and any legally required data-processing, security, or sector-specific terms. This Agreement is a confidentiality contract, not a promise of a particular security certification or a substitute for a privacy notice.
6. Ownership; no license
Each Disclosing Party retains its rights in its Confidential Information and pre-existing intellectual property. No license, assignment, transfer of ownership, exclusivity, or right to use the information beyond the Purpose is granted. Neither party may use the other’s name or logo in public materials without permission. No service engagement, fee, exclusivity, partnership, or duty to proceed arises from submitting a request or exchanging information.
7. Duration and disposition
This Agreement applies to information exchanged in connection with the engagement request beginning with the submission and to related discussions for twelve (12) months thereafter, unless replaced by a later written agreement covering the same information. Each party’s confidentiality and limited-use duties last three (3) years from each disclosure; trade secrets remain protected while they qualify as trade secrets under applicable law. Upon written request, the Receiving Party shall within thirty (30) days reasonably delete or return the requesting party’s Confidential Information, except copies retained for legal, regulatory, backup, compliance, dispute-resolution, or recordkeeping purposes, which remain protected under this Agreement and are not used for any other purpose.
8. No warranty; remedies
Information is provided “as is” for preliminary evaluation, without warranty as to accuracy or completeness. A party may seek available injunctive or other equitable relief for an actual or threatened unauthorized disclosure, subject to applicable law and court requirements; no remedy is automatic and the parties do not waive judicial safeguards.
9. Electronic acceptance and authority
By intentionally checking the separate acceptance box and submitting an engagement request, the individual confirms that they have had the opportunity to review, save, and print these Terms; agrees to conduct this transaction electronically; and electronically signs and accepts this Agreement. If submitting for an organization, the individual represents that they are authorized to bind it. WAG offers these terms by publishing them in connection with its request form and accepts them when it receives a submission bearing affirmative consent. A copy may be retained electronically. The parties agree that electronic records and signatures may be used for this transaction.
10. General terms
Maryland law governs this Agreement without regard to conflicts-of-law rules. Any proceeding arising from it shall be brought in a court of competent jurisdiction in Montgomery County, Maryland, or the United States District Court for the District of Maryland if it has jurisdiction. These Terms constitute the entire agreement concerning preliminary confidentiality for the Purpose, unless superseded by a later written agreement between the parties. If any provision is unenforceable, the rest continues in effect. No amendment applies retroactively to an earlier accepted version without both parties’ agreement. Neither party may assign the Agreement except to a successor to substantially all its business that assumes the obligations. Notices relating to these Terms may be sent using the contact details exchanged in the engagement request and response.