6.1 Obligation of Confidentiality.Both parties agree to maintain the confidentiality of all non-public, proprietary, or sensitive information (“Confidential Information”) disclosed during this engagement. Confidential Information includes, but is not limited to, business strategies, financial data, client lists, and any other information marked as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
6.2 Use of Confidential Information.The Confidential Information shall be used solely for the purpose of performing the Services outlined in this Agreement and may be disclosed:
(a) To “Representatives” (Horizon Advisors’ directors, officers, employees, and independent contractors engaged in the performance of the Services, together with those of its Affiliates (meaning any entity that directly or indirectly controls, is controlled by, or is under common control with such party) and, in the case of the Client, its own directors, officers, employees and independent contractors engaged in the ordinary course of its business) on a need-to-know basis, provided such Representatives are bound by written confidentiality obligations no less protective than this Section 6; and
(b) To the Client’s professional advisers (including legal counsel, accountants, tax advisors, financial advisors, and investment bankers) and any other persons the Client expressly authorizes in writing (including by email) (each, an “Approved Advisor”), on a need-to-know basis, provided such Approved Advisor is subject to confidentiality obligations (whether contractual, professional, or otherwise). For clarity, Horizon Advisors may disclose the Client’s Confidential Information to Approved Advisors at the Client’s request or with the Client’s authorization.
6.3 Liability for Representatives and Advisors.Each party remains liable for any breach of this Section 6 by its own Representatives, but shall not be liable for any act or omission of an Approved Advisor or for any losses, damages, claims, liabilities, costs, or expenses arising therefrom, except to the extent such losses are finally determined by a court of competent jurisdiction to have resulted directly from Horizon Advisors’ gross negligence or wilful misconduct. The Client shall indemnify and hold harmless Horizon Advisors from and against all losses, damages, claims, liabilities, costs, and expenses arising out of or in connection with the acts or omissions of any Approved Advisor.
6.4 PIPEDA Consent.For the purposes of the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”) and any substantially similar provincial legislation, the Client consents to Horizon Advisors’ collection, use, and disclosure of personal information to the extent reasonably necessary to provide the Services, including disclosure to Approved Advisors as authorized by the Client in accordance with this Section 6.
6.5 Exclusions.Confidential Information does not include information that:
- Is or becomes publicly available without breach of this agreement.
- Was known to the receiving party prior to disclosure.
- Is received from a third party without breach of any obligation of confidentiality.
- Is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.
Notwithstanding the foregoing, a party may disclose the other party’s Confidential Information to the extent required by applicable law, regulation, or court order, provided the disclosing party (to the extent legally permitted) gives the other party prompt written notice of the required disclosure and reasonably cooperates with any efforts to obtain a protective order or other appropriate remedy.
6.6 Duration & Return.The obligations of confidentiality shall survive the termination of this engagement for a period of two (2) years. Each party agrees to return or destroy the other party’s Confidential Information upon written request, except that each party may retain (i) copies required to be retained by applicable law, professional standards, or its document retention policy; (ii) copies contained in routine system backups, which shall remain subject to this Section 6 until deleted in the ordinary course; and (iii) one working file copy retained solely for legal, regulatory, audit, or professional defense purposes.
6.7 Third-Party Software and AI Tools.Horizon Advisors may utilize third-party software and cloud-based services (including artificial intelligence and machine learning tools) to: (a) deliver the Services; (b) process, analyze, and derive insights from information collected in connection with the Services; (c) develop and improve Horizon Advisors’ methodologies, products, and offerings; and (d) support Horizon Advisors’ internal operations, including research, marketing, and communications. By engaging Horizon Advisors, the Client consents to the use of such software for these purposes, subject to the confidentiality and use restrictions set out in this Section 6. The Client agrees that Horizon Advisors shall not be liable for any issues, including errors, omissions, losses, damages, claims, liabilities, costs, expenses, or breaches, arising from the actions, terms, or privacy policies of such third-party providers.
6.8 Cross-Border Data Processing.The Client acknowledges that Horizon Advisors is based in Canada and utilizes third-party cloud-based services and software tools (including, without limitation, cloud storage, communication platforms, and artificial intelligence tools) to deliver the Services. As a result, the Client’s personal information and Confidential Information may be processed, transmitted, and stored in jurisdictions outside of Canada, including the United States and other countries where such service providers maintain infrastructure. Horizon Advisors will handle all personal information in accordance with its obligations under Section 6, applicable Canadian privacy legislation (including PIPEDA and any substantially similar provincial legislation), and will make reasonable efforts to select reputable service providers with appropriate data protection practices. By engaging Horizon Advisors, the Client consents to the transfer, processing, and storage of its information in jurisdictions outside the Client’s home jurisdiction in connection with the delivery of the Services. The Client acknowledges that the privacy and data protection laws of such jurisdictions may differ from those in the Client’s jurisdiction. To the extent that the Client provides Horizon Advisors with personal information of individuals located in the European Economic Area, the Client is responsible for ensuring that it has obtained all necessary consents or has an appropriate legal basis for such transfer.
6.9 Anonymized and Aggregated Use.Notwithstanding the foregoing, Horizon Advisors may use anonymized, aggregated, or de-identified information derived from the Services for internal analytics, research, benchmarking, product and methodology development, training of personnel and tools, and improvement of the Services, provided such information cannot reasonably be used to identify the Client or any individual.