University may pay others to teach the course or to prepare derivative works. By this agreement,
Provider assigns any and all copyright interest in electronic course content to the University. Provider
also authorizes the University to make future alterations to the course content. Finally, the University will
have the right to use Provider’s incorporated works and the course in connection with any University
purpose, including offering the course for University credit and licensing the use of the course content to
third parties, without further compensation to Provider.
5. Nondisclosure of Confidential Information. Provider will not, either directly or indirectly, as an employee,
agent, partner, shareholder or in any other capacity, use or disclose any confidential or proprietary
information, including without limitation employee and student data, financial data, plans, and mailing lists
(the “Confidential Information”) of Marquette for any purpose other than performance of the Personal
Services. Unless informed in writing to the contrary by Marquette, Provider shall presume all information
provided to Provider by University is Confidential Information. Unless Provider has obtained the prior
written consent of Marquette to the contrary, Provider will not disclose the Confidential Information to any
third parties. This section will not apply to any information that Provider can demonstrate by written
evidence (a) was known to Provider prior to the disclosure to Provider by Marquette or (b) has become
public knowledge without a breach of this Purchase Order and Statement of Work or other confidentiality
obligation.
6. Delivery of Documents. Marquette may discontinue furnishing or making available access to Confidential
Information at any time in the sole discretion of Marquette. Upon demand by Marquette, Provider shall
promptly deliver to University all Confidential Information and all correspondence, designs, sketches,
drawings, manuals, letters, notes, computer diskettes, computer or voice tapes, notebooks, reports, or
any other documents or media embodying or concerning the Confidential Information that came into
Provider’s possession, by any means whatsoever, during the term of and performance of the Services.
7. Personal Services. The Personal Services are deemed personal services by the Provider, and Personal
Services may not be performed by any other person without the advance written permission of Marquette.
8. Expenses. All expenses incurred by a party shall be the sole responsibility of the party that incurred the
expense, except as such expenses are listed as reimbursable to Provider on the Attachment to this
Statement of Work.
9. Authority. Each party hereby certifies that it has all necessary authority to execute and deliver this
Agreement and to perform its obligations hereunder. Upon execution, this Agreement will be a valid and
binding obligation of each party and enforceable in accordance with its terms.