Review and sign our mutual NDA before sharing your project materials. Electronic signatures are legally binding.
MUTUAL NON-DISCLOSURE AGREEMENT
ScribeLabWriter
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the date of signature below (the "Effective Date") by and between:
Party A (Service Provider): ScribeLabWriter, operated by Aaron Muraya, with principal contact at info@scribelabwriter.com ("ScribeLabWriter").
Party B (Client): The individual or entity identified in the signature form below (the "Client").
ScribeLabWriter and the Client are each referred to individually as a "Party" and collectively as the "Parties."
The Parties wish to engage in a professional services relationship in which ScribeLabWriter provides research writing, evidence synthesis, statistical analysis, dissertation support, or related methodological services to the Client (the "Purpose"). In connection with the Purpose, each Party may disclose Confidential Information to the other Party.
"Confidential Information" means any non-public information disclosed by either Party to the other Party, whether orally, in writing, electronically, or in any other form, including but not limited to:
(a) Research topics, research questions, hypotheses, study designs, and data.
(b) Manuscripts, drafts, protocols, search strategies, data extraction forms, and statistical code.
(c) Datasets, clinical data, survey data, and participant information.
(d) Academic records, institutional affiliations, supervisor names, and program details.
(e) Business information, pricing, project timelines, and contractual terms.
(f) Personal identifying information of either Party.
Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was already known to the receiving Party prior to disclosure without obligation of confidentiality; (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (iv) is lawfully obtained from a third party without restriction on disclosure.
Each Party agrees to:
(a) Hold the other Party's Confidential Information in strict confidence and not disclose it to any third party without prior written consent of the disclosing Party.
(b) Use the Confidential Information solely for the Purpose described in this Agreement.
(c) Take reasonable measures to protect the confidentiality of the Confidential Information, using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
(d) Limit access to Confidential Information to those employees, contractors, or agents who need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.
(e) Promptly notify the disclosing Party if the receiving Party becomes aware of any unauthorized use or disclosure of Confidential Information.
In addition to the obligations set forth in Section 4, ScribeLabWriter agrees to:
(a) 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, or portfolio examples, without the Client's express written consent.
(b) Not use the Client's research data, manuscripts, or deliverables for any purpose other than providing the agreed services.
(c) Not publish, present, or claim authorship of the Client's work or any derivative of it without the Client's express written consent.
(d) Ensure that all team members assigned to the Client's project are bound by confidentiality obligations consistent with this Agreement.
In addition to the obligations set forth in Section 4, the Client agrees to:
(a) Not disclose ScribeLabWriter's proprietary processes, methodological templates, internal tools, or pricing structures to any third party.
(b) Not share deliverables, reports, or communications from ScribeLabWriter with competing service providers for the purpose of reverse engineering or reproducing ScribeLabWriter's methods.
All deliverables produced by ScribeLabWriter under the Purpose become the property of the Client upon full payment. ScribeLabWriter retains no rights to the Client's deliverables after payment is complete. ScribeLabWriter retains ownership of its proprietary methodological frameworks, templates, and internal processes that are not specific to the Client's project.
This Agreement becomes effective on the Effective Date and remains in force for a period of two (2) years from the Effective Date. The confidentiality obligations set forth in this Agreement shall survive termination or expiration of this Agreement for a period of two (2) years from the date of termination or expiration.
Either Party may terminate this Agreement at any time by providing written notice to the other Party. Termination does not affect the obligations of confidentiality with respect to Confidential Information disclosed prior to termination.
Upon written request by the disclosing Party, or upon termination of this Agreement, the receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies, notes, and summaries, and shall confirm in writing that it has done so. This obligation does not apply to Confidential Information retained in automated backup systems, provided such information remains subject to the confidentiality obligations of this Agreement.
Each Party acknowledges that a breach of this Agreement may cause irreparable harm to the disclosing Party for which monetary damages may be an inadequate remedy. In the event of a breach or threatened breach, the disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law.
All Confidential Information is provided "as is." Neither Party makes any representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of any Confidential Information disclosed under this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved through good-faith negotiation between the Parties. If negotiation fails, the Parties agree to submit to mediation before pursuing any other legal remedies.
(a) This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
(b) This Agreement may not be amended or modified except by a written instrument signed by both Parties.
(c) Neither Party may assign this Agreement without the prior written consent of the other Party.
(d) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
(e) This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.
By signing below, each Party acknowledges that it has read, understood, and agrees to be bound by the terms of this Agreement.
Complete the fields below to electronically sign this mutual NDA.
