Academic Research Consultation Request

ACADEMIC WRITING CONSULTANCY

NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of the ______ day of ___________, 2026 (the “Effective Date”),

BETWEEN:

EXAM PREPARATION ACADEMY, a division of GLOBAL HUMAN RESOURCES DEVELOPMENT LIMITED, a company duly incorporated under the laws of Jamaica, with its registered office and principal place of business at 23 Boundbrook Crescent, Port Antonio, Portland, Jamaica (hereinafter referred to as the “Consultant” or “Disclosing Party” as the context requires);

AND

[CLIENT NAME], an individual/entity with a principal address at [Client Address] (hereinafter referred to as the “Client” or “Receiving Party” as the context requires).

The Consultant and the Client are each referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS the Client desires to engage the Consultant to provide academic writing consultancy services, including but not limited to research support, drafting, editing, proofreading, and related academic assistance (the “Services”);

WHEREAS in the course of providing the Services, the Consultant may receive, access, or be exposed to confidential and proprietary information belonging to the Client, including academic work, research data, personal information, and other sensitive materials;

WHEREAS the Parties wish to establish clear, binding obligations to protect the confidentiality of such information and to confirm the Client’s ownership of the final writing product;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1: DEFINITIONS

“Confidential Information” means any and all non-public information, in any form or medium (whether oral, written, electronic, visual, or otherwise), disclosed by or on behalf of the Client to the Consultant, or otherwise accessed or learned by the Consultant in connection with the Services, including but not limited to:

Academic work, including drafts, manuscripts, theses, dissertations, essays, research papers, assignments, and any other written or creative work;

Research topics, research questions, hypotheses, study designs, methodologies, literature reviews, and data;

Datasets, survey data, interview transcripts, participant information, and any other research materials;

Academic records, institutional affiliations, supervisor names, program details, and student identification information;

Personal identifying information of the Client or any third party, including names, addresses, contact details, and identification numbers;

Business information, pricing, project timelines, contractual terms, and communications between the Parties;

Any other information that, by its nature or the circumstances of its disclosure, ought reasonably to be treated as confidential.

“Personal Data” shall have the meaning ascribed to it under the Data Protection Act, 2020 of Jamaica, namely any information relating to an identified or identifiable natural person (“data subject”), including but not limited to names, identification numbers, location data, and online identifiers. The Consultant acknowledges that it may act as a data processor in relation to Personal Data provided by the Client, who acts as the data controller for the purposes of the Act.

“Final Writing Product” means the completed academic work, document, or deliverable that is the subject of the Services, as mutually agreed upon by the Parties in the applicable project specification or statement of work.

“Services” means the academic writing consultancy services to be provided by the Consultant to the Client, as more particularly described in the applicable project specification, statement of work, or engagement letter.

“Representatives” means the Consultant’s employees, officers, directors, agents, contractors, subcontractors, or professional advisers who have a need to know the Confidential Information for the purpose of providing the Services.

SECTION 2: CONFIDENTIAL INFORMATION

Scope of Protection. The Consultant shall hold all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, disseminate, publish, reproduce, or use any Confidential Information for any purpose other than the provision of the Services to the Client.

Standard of Care. The Consultant shall protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.

Access Limitation. The Consultant shall limit access to Confidential Information to those Representatives who require such access to perform the Services and who are bound by written confidentiality obligations at least as protective as those contained in this Agreement. The Consultant shall be responsible for any breach of this Agreement by its Representatives.

Non-Disclosure to Third Parties. The Consultant shall not disclose any Confidential Information to any third party without the prior written consent of the Client, except as expressly permitted under Section 4 (Permitted Disclosures) of this Agreement.

No Use for Competitive Advantage. The Consultant shall not use any Confidential Information for its own benefit, for the benefit of any third party, or in any manner that would be detrimental to the Client’s academic, professional, or personal interests.

SECTION 3: OBLIGATIONS OF THE CONSULTANT

Specific Obligations. In addition to the general obligations set forth in Section 2, the Consultant agrees to:

Not disclose the Client’s identity, research topic, institutional affiliation, or any project details to any third party, including in marketing materials, testimonials, case studies, portfolio examples, or professional references, without the Client’s express written consent;

Not use the Client’s research data, manuscripts, or deliverables for any purpose other than providing the agreed Services;

Not publish, present, or claim authorship of the Client’s work or any derivative thereof without the Client’s express written consent;

Ensure that all Representatives assigned to the Client’s project are bound by confidentiality obligations consistent with this Agreement;

Promptly notify the Client in writing upon becoming aware of any unauthorized use, disclosure, or breach of confidentiality relating to the Confidential Information;

Assist the Client in mitigating any harm resulting from an unauthorized disclosure or breach, including cooperating with the Client in any investigation or legal proceeding.

Academic Integrity. The Consultant acknowledges that the Client is solely responsible for the academic integrity and originality of the Final Writing Product and that the Services are provided solely for the purpose of research, drafting, editing, and academic support. The Consultant shall not submit, publish, or otherwise present the Final Writing Product as its own work.

SECTION 4: PERMITTED DISCLOSURES

Exclusions. Confidential Information shall not include information that:

Is or becomes generally available to the public through no act or omission of the Consultant in breach of this Agreement;

Was already known to the Consultant prior to its disclosure by the Client without any obligation of confidentiality;

Is lawfully obtained by the Consultant from a third party without restriction on disclosure and without breach of any obligation of confidentiality owed to the Client;

Is independently developed by the Consultant without use of or reference to the Client’s Confidential Information.

Compelled Disclosure. If the Consultant is required by law, regulation, court order, or governmental authority to disclose any Confidential Information, the Consultant shall:

Promptly notify the Client in writing of such requirement prior to any disclosure, to the extent legally permissible, to afford the Client a reasonable opportunity to seek a protective order or other appropriate remedy;

Cooperate fully with the Client, at the Client’s expense, in any effort to resist or limit such disclosure;

Disclose only that portion of the Confidential Information that is legally required to be disclosed and use reasonable efforts to obtain confidential treatment for such information.

SECTION 5: TERM AND SURVIVAL

Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of 4 years, unless earlier terminated by mutual written agreement of the Parties or as otherwise provided herein.

Survival of Confidentiality Obligations. Notwithstanding the expiration or termination of this Agreement, the Consultant’s obligations of confidentiality and non-use with respect to the Confidential Information shall survive for a period of 3 years from the date of expiration or termination of this Agreement, or indefinitely with respect to Personal Data and any Confidential Information that constitutes a trade secret or is otherwise subject to perpetual protection under applicable law.

Termination for Breach. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

SECTION 6: RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Return of Materials. Upon the earlier of (a) the completion of the Services, (b) the Client’s written request, or (c) the expiration or termination of this Agreement, the Consultant shall promptly:

Return to the Client all Confidential Information in its possession, custody, or control, including all copies, reproductions, summaries, and extracts thereof;

Destroy all copies of Confidential Information that are stored in electronic or other media, including backup copies, and certify such destruction in writing to the Client;

Not retain any copies, summaries, or derivatives of the Confidential Information, except as required by applicable law or professional standards, in which case the Consultant shall notify the Client in writing of such retention and the legal basis therefor.

Continuing Obligations. Notwithstanding the return or destruction of Confidential Information, the Consultant shall remain bound by its obligations of confidentiality and non-use under this Agreement.

SECTION 7: INTELLECTUAL PROPERTY AND OWNERSHIP

Client Ownership. The Client shall exclusively own all right, title, and interest in and to the Final Writing Product, including all intellectual property rights therein, including but not limited to copyright, moral rights (to the extent waivable), and any other proprietary rights. The Consultant hereby irrevocably assigns to the Client all right, title, and interest in and to the Final Writing Product, effective upon creation.

Work Product. Any notes, drafts, research materials, or other work product created by the Consultant in the course of providing the Services that incorporate or are derived from the Client’s Confidential Information shall be deemed the sole and exclusive property of the Client and shall be subject to the confidentiality obligations set forth in this Agreement.

No License. Nothing in this Agreement shall be construed as granting the Consultant any license, right, or interest in or to the Client’s Confidential Information, except the limited right to use such information solely for the purpose of providing the Services.

Attribution. The Consultant shall not claim authorship, co-authorship, or any credit for the Final Writing Product unless expressly agreed in writing by the Client.

SECTION 8: REMEDIES

Acknowledgment of Irreparable Harm. The Parties acknowledge and agree that the Confidential Information is of a special, unique, and extraordinary character and that any disclosure, misappropriation, or unauthorized use of the Confidential Information may cause irreparable harm to the Client that cannot be adequately compensated by monetary damages alone.

Equitable Relief. The Client shall be entitled to seek and obtain injunctive relief, specific performance, or other equitable remedies, in addition to any other rights and remedies available at law or in equity, to prevent or restrain any breach or threatened breach of this Agreement, without the necessity of posting a bond or proving actual damages.

Indemnification. The Consultant shall indemnify, defend, and hold harmless the Client from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees and court costs) arising out of or resulting from any breach of this Agreement by the Consultant or its Representatives.

Cumulative Remedies. All rights and remedies under this Agreement are cumulative and not exclusive of any other rights or remedies available at law or in equity.

SECTION 9: DATA PROTECTION

Compliance with the Data Protection Act, 2020. The Consultant shall process Personal Data in accordance with the Data Protection Act, 2020 of Jamaica and all applicable data protection laws and regulations. The Consultant shall:

Process Personal Data only on the documented instructions of the Client;

Implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage;

Assist the Client in responding to data subject access requests and ensuring compliance with data protection obligations;

Not transfer Personal Data outside of Jamaica without the prior written consent of the Client and only to jurisdictions that provide an adequate level of data protection;

Notify the Client without undue delay upon becoming aware of any personal data breach.

Data Retention. The Consultant shall retain Personal Data only for as long as necessary to fulfil the purposes of this Agreement or as required by applicable law. Upon termination of this Agreement, the Consultant shall return or destroy all Personal Data in accordance with Section 6.

SECTION 10: GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Jamaica.

Amicable Resolution. The Parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement through good-faith negotiations. If the dispute cannot be resolved within thirty (30) days, either Party may initiate arbitration.

Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Act of Jamaica, which adopts the UNCITRAL Model Law on International Commercial Arbitration. The seat of arbitration shall be Kingston, Jamaica. The language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties.

No Waiver of Confidentiality. The Parties agree that any arbitration proceedings shall be conducted in a manner that preserves the confidentiality of the Confidential Information and that the arbitrator(s) shall be bound by appropriate confidentiality obligations.

SECTION 11: MISCELLANEOUS

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

Amendments. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced by a valid provision that most closely reflects the Parties’ original intent.

Assignment. The Consultant shall not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Client.

No Waiver. The failure or delay of either Party to exercise any right under this Agreement shall not constitute a waiver of such right or any other right.

Notices. All notices under this Agreement shall be in writing and shall be deemed delivered when (a) delivered personally, (b) sent by certified mail, return receipt requested, or (c) sent by email with confirmed receipt, to the addresses set forth above or such other address as a Party may designate by written notice.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

Independent Contractor. The Consultant is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

SECTION 12: SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.