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Confidentiality Agreement

Last Updated: September 22, 2025

1. Introduction

This Confidentiality Agreement ("Agreement," "NDA," or "Confidentiality Agreement") is entered into between Verity Translation Services ("Disclosing Party" or "Company") and the Client ("Receiving Party" or "Client"). This Agreement establishes the terms and conditions under which confidential information will be shared and protected.

By accessing our Website, using our Services, or entering into a service agreement with Verity Translation Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Confidentiality Agreement.

2. Definitions

2.1 Confidential Information

For purposes of this Agreement, "Confidential Information" means any and all non-public information, documents, data, or materials, whether in written, oral, electronic, or any other form, that are disclosed by the Disclosing Party to the Receiving Party, including but not limited to:

  • Personal documents requiring translation (identity documents, birth certificates, marriage certificates, divorce decrees, etc.)
  • Legal documents (contracts, agreements, legal memoranda, litigation documents, wills, powers of attorney, etc.)
  • Medical and health records (doctor's reports, prescriptions, medical histories, insurance documents, etc.)
  • Financial information (bank statements, tax returns, investment documents, loan applications, etc.)
  • Immigration documents (passports, visas, travel permits, immigration applications, etc.)
  • Academic records (diplomas, transcripts, school records, degrees, etc.)
  • Business documents (business plans, financial statements, contracts, correspondence, etc.)
  • Any other information marked as "Confidential" or reasonably understood to be confidential in nature
  • Any personal identifying information contained within such documents

2.2 Exclusions from Confidential Information

Confidential Information does NOT include information that is or becomes publicly available through no breach of this Agreement, was rightfully known to the Receiving Party prior to disclosure, is rightfully received from a third party without breach of confidentiality, is independently developed, or is required to be disclosed by law.

3. Obligations of the Receiving Party

3.1 Protection of Confidential Information

The Receiving Party agrees to:

  • Maintain the confidentiality of all Confidential Information using the same degree of care used for its own confidential information
  • Implement and maintain appropriate physical, technical, and organizational security measures
  • Restrict access to authorized personnel who have a legitimate need to know
  • Use Confidential Information solely for authorized purposes
  • Not disclose Confidential Information without prior written consent

3.2 Security Measures

The Receiving Party commits to implementing and maintaining the following:

  • Encryption of Confidential Information in transit using industry-standard encryption protocols (e.g., SSL/TLS)
  • Encryption of sensitive data at rest using strong encryption algorithms
  • Secure access controls and authentication mechanisms
  • Regular security audits and vulnerability assessments
  • Incident response and breach notification procedures
  • Employee training on data protection and confidentiality obligations
  • Secure disposal of Confidential Information

3.3 Confidentiality Certifications

Our translators and staff members sign individual confidentiality agreements committing them to maintain strict confidentiality of all information encountered during their work, not disclose any information to third parties except as required for service delivery, and comply with all applicable privacy and data protection laws.

3.4 Responsible Disclosure

If the Receiving Party believes there has been a breach, they shall notify the Disclosing Party immediately with details of the breach, affected information, and actions being taken to mitigate it.

4. Permitted Disclosures

4.1 Service Delivery

The Receiving Party may disclose Confidential Information to qualified translators, quality assurance personnel, project managers, and customer support staff directly involved in service delivery, provided they are bound by confidentiality agreements and have a legitimate need to know.

4.2 Service Providers and Subcontractors

The Receiving Party may disclose Confidential Information to third-party service providers and subcontractors who are contractually bound by confidentiality obligations at least as stringent as those in this Agreement and implement appropriate security measures.

4.3 Legal Requirements and Court Orders

The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or government request, provided that:

  • The Receiving Party promptly notifies the Disclosing Party of the legal requirement
  • The Disclosing Party is given a reasonable opportunity to seek legal remedies
  • Only the minimum amount of information required is disclosed
  • The Receiving Party takes reasonable steps to ensure confidential treatment

4.4 Protective Orders

If subject to a court order requiring disclosure, the Receiving Party shall request that the Disclosing Party be given notice and opportunity to seek a protective order, and shall cooperate in such efforts.

5. Use Restrictions

5.1 Permitted Use

Confidential Information may be used only for:

  • Translation services as expressly requested and authorized
  • Quality assurance and accuracy verification
  • Customer support and service coordination
  • Compliance with applicable laws and regulations
  • Protecting the rights and safety of the parties and others

5.2 Prohibited Uses

The Receiving Party shall not:

  • Use Confidential Information for any purpose other than service delivery
  • Reproduce, modify, distribute, publish, or transmit except as necessary for service delivery
  • Create derivative works based on Confidential Information
  • Use for competitive purposes or unlawful purposes
  • Combine with information from other sources to create new information or insights

6. Term and Survival

6.1 Term of Agreement

This Confidentiality Agreement becomes effective upon acceptance and shall continue indefinitely unless otherwise terminated.

6.2 Termination

This Agreement may be terminated by either party upon 30 days written notice, immediately upon material breach not cured within 15 days, or upon completion of all services.

6.3 Survival

Confidentiality obligations, use restrictions, return or destruction of information, limitations of liability, indemnification, dispute resolution, and governing law shall survive any termination.

7. Return or Destruction of Confidential Information

7.1 Upon Request or Termination

Upon termination or written request, the Receiving Party shall return all Confidential Information or permanently destroy it and certify destruction in writing.

7.2 Retention for Legal or Business Purposes

The Receiving Party may retain one archival copy as required by law, backup copies maintained in the ordinary course of business, or copies required by applicable regulations, all subject to confidentiality protections.

7.3 Secure Destruction

All Confidential Information shall be destroyed using physical destruction methods for paper documents, secure data deletion for electronic data, and industry-standard data destruction protocols to ensure complete deletion.

8. Disclaimer and Limitation of Liability

8.1 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE RECEIVING PARTY MAKES NO WARRANTIES WITH RESPECT TO CONFIDENTIAL INFORMATION, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8.2 Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT.

8.3 Liability for Breach

The Receiving Party shall be liable for any damages resulting from unauthorized disclosure, failure to implement adequate security measures, negligent or intentional misuse, or breach of confidentiality obligations.

9. Indemnification

The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party and its officers, directors, employees, and agents from any and all claims, damages, losses, costs, and expenses arising from or related to unauthorized disclosure, breach of this Agreement, negligent or intentional misuse, failure to implement security measures, use of Confidential Information in violation of laws, or violation of third-party rights.

10. Remedies

10.1 Equitable Relief

The Receiving Party acknowledges that Confidential Information is unique and valuable. The Disclosing Party shall be entitled to equitable relief, including injunctive relief and specific performance, without posting a bond or proving actual damages.

10.2 Right to Seek Remedies

Nothing in this Agreement shall prevent either party from seeking any other remedies available under law or equity, including injunctive relief, specific performance, damages, attorney's fees and costs, and punitive damages where permitted by law.

11. Dispute Resolution

11.1 Informal Resolution

Before initiating formal legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation and discussion.

11.2 Binding Arbitration

If informal resolution fails, any dispute arising from this Agreement shall be resolved through binding arbitration in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules in Spokane, Washington.

11.3 Exception for Injunctive Relief

Either party may seek injunctive relief or other equitable remedies in court to prevent irreparable harm from unauthorized disclosure or use of Confidential Information.

12. Governing Law and Jurisdiction

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles.

12.2 Jurisdiction and Venue

Each party irrevocably submits to the exclusive jurisdiction of the courts located in Spokane, Washington, for the resolution of any disputes that cannot be resolved through arbitration.

13. Entire Agreement

This Confidentiality Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement regarding the protection of Confidential Information and supersedes all prior understandings and agreements.

14. Amendment

This Agreement may only be amended by written agreement signed by authorized representatives of both parties. No course of dealing or trade practice shall be effective to amend this Agreement.

15. Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, or if not possible, shall be severed. The remaining provisions shall continue in full force and effect.

16. Notices

16.1 Method of Notice

All notices shall be in writing and delivered by personal delivery, email, certified mail (return receipt requested), or overnight courier service.

16.2 Effective Date of Notice

Notices are effective upon delivery if in person, upon sending if by email, three business days after mailing if by certified mail, or next business day if by overnight courier.

17. Compliance with Laws

The parties agree to comply with all applicable federal, state, and local laws and regulations, including data protection laws, privacy regulations, import/export controls, and sanctions laws.

18. Contact Information

For questions regarding this Confidentiality Agreement or to provide notice of breach, please contact:

Verity Translation Services
Attention: Confidentiality Compliance Officer
522 Riverside Ave, STE N
Spokane, WA 99201
United States

Email: privacy@veritytranslate.com
Phone: (253) 214-9009

19. Acknowledgment

By accessing and using our Services, you acknowledge that you have read and understood this Confidentiality Agreement and agree to comply with all obligations contained herein. You understand the importance of protecting confidential information and accept the terms and conditions set forth in this Agreement.

THIS CONFIDENTIALITY AGREEMENT WAS LAST UPDATED ON SEPTEMBER 22, 2025.

Thank you for entrusting Verity Translation Services with your confidential documents and information. We take your privacy and confidentiality seriously and are committed to protecting your sensitive information with the highest standards of care and security.