Services Agreement between Client and Provider


This Services Agreement is part of the Member Contract between Client and Provider, effective upon Client’s acceptance of Provider’s Service.

Member Contract

Upon Client’s award and Provider’s acceptance of a Service , Client agrees to purchase, and Provider agrees to deliver services

Automatic Payments I hereby authorize my financial institution to charge the account I have specified on the form above for the amount of my D Cooper International (DCI) bill and send that amount to DCI .


Responsibilities and Performance

Client is responsible for managing, inspecting, accepting  and paying for satisfactory Provider Services in a timely and professional manner. Provider is responsible for the performance and quality of the Provider Services  in a timely and professional manner, consistent with industry practice, at a location, place and time that Provider deems appropriate. The manner and means that Provider chooses to perform the Service are in Provider’s sole discretion and control. In performing the Service,

Confidential Information

Provider agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing

by Client, Provider (a) will not use or permit the use of Confidential Information (as defined below) in any manner or

for any purpose not expressly set forth in the Member Contract; (b) will not disclose, lecture upon, publish, or permit

others to disclose, lecture upon, or publish any Confidential Information to any third party without first obtaining

Client’s express written consent on a case-by-case basis; (c) will limit access to Confidential Information to Provider

personnel who need to know such information in connection with their work for Client; and (d) will not remove any

tangible embodiment of any Confidential Information from Client’s premises without Client’s prior written consent.

Confidential Information” means all information related to Client’s business and its actual or anticipated research

and development or related to a Work Product delivered or agreed to be delivered from Provider to Client, including

without limitation (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data,

programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques;

(ii) information regarding products or plans for research and development, marketing and business plans, budgets,

financial statements, contracts, prices, suppliers, and customers; (iii) information regarding the skills and

compensation of Client’s employees, contractors, and any other service providers; (iv) information designated by

Client, either in writing or orally, as Confidential Information, (v) the existence of any business discussions,

negotiations, or agreements between Client and any third party; and (vi) all such information related to any third party

that is disclosed to Client or to Provider during the course of Client’s business (“Third Party Information”).

Notwithstanding the foregoing, it is understood that Provider is free to use information that is generally known in the

trade or industry, information that is not gained as a result of a breach of the Member Contract, and Provider’s own

skill, knowledge, know-how, and experience. Confidential Information shall not include information that was known to

Provider prior to Client's disclosure hereunder or that becomes publicly available through no fault of Provider.