Standard Mutual Non-Disclosure Agreement

1. Definitions

1.1 "Agreement" means this mutual non-disclosure agreement.

1.2 "Confidential Information" means all information, in any form or medium, disclosed by or on behalf of a party (the "Discloser") to the other party (the "Recipient") before or after the date of this Agreement in connection with the Purpose, including business plans, strategies, financial information, personal data, drafts, transcripts, interview notes, unpublished writing, briefs and know-how, together with the fact that the parties are in discussions or that GhostNode PR Ltd is or has been engaged by the Client.

1.3 "Purpose" means evaluating, scoping and carrying out editorial, ghostwriting, communications and related services between the parties.

1.4 "Representatives" means a party's officers, employees, contractors (including writers engaged through The Grid), professional advisers and subcontractors who need to know the Confidential Information for the Purpose.

2. Obligations of confidence

2.1 The Recipient shall: (a) keep the Confidential Information strictly confidential; (b) use it only for the Purpose; (c) not disclose it to any person except its Representatives in accordance with clause 3; and (d) protect it using at least the degree of care it uses for its own confidential information, and no less than reasonable care.

2.2 Neither party shall publicly disclose the existence or nature of the relationship, or attribute authorship of any work produced for the Client to GhostNode PR Ltd or any writer, without the other party's prior written consent.

3. Representatives

3.1 The Recipient may disclose Confidential Information to its Representatives only where they are informed of its confidential nature and are bound by written obligations of confidentiality no less protective than this Agreement.

3.2 The Recipient is liable for any act or omission of its Representatives that would breach this Agreement if done by the Recipient.

4. Artificial intelligence

4.1 The Recipient shall not input, upload or otherwise make available any Confidential Information to any publicly available artificial intelligence or machine-learning service, or use it to train, fine-tune or prompt any such model, without the Discloser's prior written consent.

5. Exceptions

5.1 Clause 2 does not apply to information which the Recipient can show by written evidence: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was lawfully in its possession free of any obligation of confidence before disclosure; (c) is lawfully received from a third party free of any obligation of confidence; or (d) was independently developed without use of the Confidential Information.

5.2 The Recipient may disclose Confidential Information to the extent required by law, court order or any governmental or regulatory authority, provided that, where lawful, it gives the Discloser prompt written notice and discloses only the minimum required.

6. Return and destruction

6.1 On written request, the Recipient shall promptly return or securely destroy all Confidential Information and confirm in writing that it has done so, save for copies it is required to retain by law or held in routine back-ups, which remain subject to this Agreement.

7. Ownership and no warranty

7.1 All Confidential Information remains the property of the Discloser. No licence or other right is granted except as expressly set out in this Agreement.

7.2 Confidential Information is provided "as is". Nothing in this Agreement obliges either party to enter into any further agreement.

8. Remedies

8.1 Each party acknowledges that damages alone may not be an adequate remedy for breach of this Agreement and that the Discloser shall be entitled to seek injunctive relief, specific performance or other equitable relief for any threatened or actual breach, in addition to any other remedy.

9. Term

9.1 This Agreement starts on the date it is accepted and continues for two (2) years from the date of the last disclosure of Confidential Information. Obligations in respect of trade secrets and personal data continue for as long as the information remains a trade secret or personal data.

10. General

10.1 This Agreement is the entire agreement between the parties relating to its subject matter. Any separate client NDA expressly agreed in writing by GhostNode PR Ltd prevails to the extent of any conflict.

10.2 No variation is effective unless in writing and signed by both parties. No failure or delay in exercising any right is a waiver of it.

10.3 If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary and the remainder shall continue in full force.

10.4 A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

10.5 This Agreement may be accepted by signature (including electronic signature), or by written confirmation (including email) referencing this Agreement and its version, and may be executed in counterparts.

11. Governing law and jurisdiction

11.1 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

11.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction, save that either party may seek injunctive relief in any court of competent jurisdiction.