1. Purpose
You want to evaluate and use the Tao IP platform to describe inventions, prepare invention records and, if you choose, engage the law firm that works with the platform. MSL needs to receive your information to provide that service. Each party may disclose Confidential Information to the other for that purpose (the “Purpose”).
2. Confidential Information
“Confidential Information” means information a party discloses to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential. For you it includes invention descriptions, code, designs, documents, data, business plans, filing details and anything Tao AI writes from them. For MSL it includes the platform, its prompts, methods, unpublished pricing and plans, and information about other clients.
Confidential Information does not include information that is or becomes public through no fault of the receiving party; that the receiving party already knew without a duty of confidence; that the receiving party develops independently without using the other party’s Confidential Information; or that the receiving party lawfully receives from a third party free to disclose it.
3. What each party must do
Use the other party’s Confidential Information only for the Purpose.
Protect it with at least the care used for its own confidential information, and no less than reasonable care.
Share it only with people and service providers who need it for the Purpose and are bound by confidentiality obligations at least as protective as these. For MSL that includes the law firm F. Chau & Associates, LLC, which provides the legal services offered through Tao IP, and the hosting, email and AI providers that run the platform. MSL uses AI providers under paid terms that do not allow training on your data.
Disclose it when the law requires, after giving the other party prompt notice where lawful and disclosing only what is required.
4. What this agreement is not
Nothing here grants either party a license or any right in the other party’s Confidential Information, patents or other intellectual property, beyond the limited right to use it for the Purpose.
Nothing here obliges either party to disclose anything, to enter into any other agreement, or to proceed with any service.
MSL is not a law firm and does not give legal advice. Accepting this agreement does not create an attorney client relationship with anyone. That relationship is created only by a separate engagement letter with F. Chau & Associates, LLC, signed in the portal after your first conversation with the attorney. Until then, what you share with Tao AI and with MSL is confidential under this agreement but is not privileged.
5. Term
This agreement starts when you accept it and continues for three years. The obligations in section 3 continue for three years after each disclosure, and for as long as the information remains a trade secret where it is one.
6. Return and deletion
On written request, each party returns or deletes the other party’s Confidential Information in its possession, except copies that the law, a court or professional rules require it to keep, and routine backups that are deleted in the ordinary course. The portal lets you export and delete your records at any time.
7. Remedies
A breach of this agreement could cause harm that money cannot fully repair, so each party may seek an injunction or similar relief in addition to any other remedy, without posting a bond.
8. General
This agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules. It is the entire agreement between the parties about confidentiality for the Purpose, and it does not replace or change any engagement letter with F. Chau & Associates, LLC. It may be changed only in writing accepted by both parties. If a part is unenforceable, the rest remains in effect.
You accept this agreement electronically by ticking the box in the client portal. MSL records who accepted, which version, and when, and emails you a copy.