Legal / Ownership and trustIntellectual Property & Confidentiality
This policy establishes default rules for pre-existing materials, custom deliverables, licenses, client content, confidential information, credentials, feedback, portfolio use, and the return or destruction of protected material.
1. Relationship to project documents
The accepted proposal, service order, statement of work, or confidentiality agreement may define ownership and confidentiality more specifically. Those written project terms control if they conflict with this policy. This policy supplies reasonable defaults when a topic is not otherwise addressed.
2. Background intellectual property
Each party retains all rights in materials, methods, technology, data, content, trademarks, documentation, software, templates, know-how, trade secrets, and other intellectual property owned or developed independently before the engagement or outside its scope. No ownership transfers merely because background material is used during a project.
Nadella Global retains rights in general methods, reusable scripts, configuration patterns, checklists, frameworks, tools, libraries, workflows, know-how, and non-client-specific improvements. The client retains rights in its business data, brand assets, internal materials, system records, and client-created content.
3. Client-provided materials
The client grants a limited, nonexclusive right to use, reproduce, modify, transmit, and display supplied materials only as reasonably necessary to evaluate, deliver, test, document, support, and secure the services. The client represents that it has the authority and rights required for that use.
The client is responsible for third-party license terms, notices, restrictions, personal information, and factual accuracy in supplied materials. We may decline material that appears unlawful, infringing, malicious, deceptive, or outside the accepted purpose.
4. Custom deliverables
Ownership of custom deliverables is stated in the governing scope. If the scope is silent, after full payment the client receives a perpetual, nonexclusive license to use final project-specific deliverables internally for the business purpose for which they were created. Drafts, rejected concepts, internal working papers, reusable components, tools, and background intellectual property are not transferred.
If a scope expressly states that ownership of a final custom deliverable transfers, transfer occurs only after full payment of all amounts due and excludes third-party and background materials. We retain the right to use general skills, ideas, concepts, and experience that do not disclose client confidential information.
5. Third-party and open-source materials
Deliverables may include software, fonts, themes, libraries, stock media, cloud services, plugins, data, or other materials licensed by third parties. Those materials remain subject to their own license terms and are not transferred beyond the rights the licensor permits. The client is responsible for ongoing subscriptions, attribution, usage limits, and license compliance after handoff.
Open-source software remains governed by its applicable license. Nothing in a project document restricts rights granted directly by an open-source licensor or requires us to transfer rights we do not own.
6. Website content and marks
The website’s original text, presentation, layout, and brand elements are protected by applicable intellectual property law. Visitors may view and make reasonable internal reference copies but may not reproduce, scrape, republish, sell, misrepresent, remove notices from, or create a competing derivative of substantial website content without permission.
Names, logos, and marks belong to their respective owners. Reference to a technology provider does not imply endorsement or partnership unless expressly stated.
7. Confidential information
Confidential information means nonpublic information that is identified as confidential or that a reasonable person would understand to be confidential given its nature and context. It may include credentials, network diagrams, pricing, proposals, business plans, customer information, security findings, source code, configurations, incident information, trade secrets, and internal procedures.
Confidential information does not include information the recipient can document was already lawfully known without restriction, becomes public without breach, is received lawfully from another source without a duty, or is independently developed without use of the protected information.
8. Protection and permitted use
Each recipient will use the other party’s confidential information only for the engagement, protect it with at least reasonable care, and disclose it only to people and providers who need it for the authorized purpose and are bound by confidentiality duties. Access should follow least-privilege principles and be removed when no longer required.
A recipient may disclose information if legally required, but when lawful should provide prompt notice and reasonable cooperation so protective treatment can be sought. Only the minimum legally required information should be disclosed.
9. Credentials, vulnerabilities, and incident information
Credentials, private keys, recovery codes, security findings, exploit details, and incident records require heightened care. They must not be sent through the public website form or shared with unauthorized people. Vulnerability information must not be publicly disclosed in a way that increases risk before affected parties have a reasonable opportunity to respond.
10. Return, deletion, and retained records
At the end of the engagement, each party will return or securely delete protected materials when reasonably requested, subject to legal retention, legitimate recordkeeping, dispute preservation, ordinary backup cycles, and materials required to exercise continuing rights. Retained copies remain protected and may not be used for a new purpose.
11. Feedback and suggestions
If a client voluntarily provides general feedback or suggestions without a separate restriction, we may use them to improve services without identifying the client or disclosing confidential information. Feedback does not transfer ownership of the client’s systems, data, or custom materials.
12. Publicity and portfolio use
We will not publish the client’s confidential project details, logo, testimonial, security architecture, or before-and-after materials without permission. A separate written approval may define what may be shown and for how long. A client may revoke future optional publicity, but revocation does not require destruction of lawfully printed historical materials already distributed.
13. Infringement concerns and remedies
A rights concern should identify the protected work, the allegedly infringing material, the basis of ownership or authority, reliable contact information, and a good-faith statement. We may remove or restrict disputed material while reviewing a credible notice. False or abusive notices may create liability.
Unauthorized use or disclosure may cause harm not fully compensable by money, so an affected party may seek appropriate injunctive relief in addition to other lawful remedies. Contractual limits and defenses continue to apply as stated in the governing agreement.