Request a Non-Disclosure Agreement

1. Parties

This Non-Disclosure Agreement (the "Agreement") is between the person or organisation signing below (the "Client") and TimelyScholar, which provides research support services at timelyscholar.com (email info@timelyscholar.com) ("TimelyScholar"). The Client shares Confidential Information and TimelyScholar receives it.

2. Purpose

The Client wishes to share information with TimelyScholar so that TimelyScholar can assess, quote for and carry out research support work for the Client (the "Purpose"). TimelyScholar will use the Confidential Information only for the Purpose.

3. Confidential Information

"Confidential Information" means all information the Client shares with TimelyScholar in connection with the Purpose, in any form and whether or not marked confidential, including research questions, protocols, unpublished manuscripts and drafts, datasets, study results, analyses, grant applications, business plans, market and commercial information, course or institutional materials, and the Client's identity and the fact that the Client is working with TimelyScholar.

It also includes any notes, analyses, summaries or other material that TimelyScholar prepares from that information.

4. What is not Confidential Information

Information is not Confidential Information if TimelyScholar can show that it: (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully known to TimelyScholar before the Client shared it; (c) is lawfully received from someone else who is free to share it; or (d) is developed independently by TimelyScholar without using the Client's Confidential Information.

5. TimelyScholar's obligations

TimelyScholar will: (a) keep the Confidential Information confidential and not disclose it to anyone except as this Agreement allows; (b) use it only for the Purpose; (c) share it only with its employees, research specialists and quality reviewers who need it for the Purpose and who are bound by written confidentiality obligations at least as protective as this Agreement; and (d) remain responsible for any breach by those people.

TimelyScholar will not publish the Confidential Information, use it in any other client's work, use it to train or improve any product or service, or enter it into any tool or service that may reuse it.

6. How the information is protected

TimelyScholar will protect the Confidential Information with at least the care it uses for its own confidential information, and never less than reasonable care. This includes encrypted connections, access limited to the people named in section 5, and two-factor authentication for every team member and specialist with access.

TimelyScholar will tell the Client promptly, and in any case within 72 hours of becoming aware, if Confidential Information is lost, accessed or disclosed without authorisation, and will take reasonable steps to limit the harm.

7. Personal and sensitive data

The Client will remove or de-identify personal data, including personal health information, before sharing it, unless both parties have first agreed in writing how that data will be handled. This Agreement is not a business associate agreement or a data processing agreement; where one is legally required, the parties will sign it separately before any such data is shared.

8. Disclosure required by law

If a law, court order or regulator requires TimelyScholar to disclose Confidential Information, TimelyScholar will, where legally allowed, tell the Client promptly so that the Client can seek protection, and will disclose only the part that is legally required.

9. Return and deletion

When the Client asks, or when the work for the Purpose ends, TimelyScholar will within 30 days delete or return the Confidential Information and confirm this in writing. TimelyScholar may keep a copy only where the law requires it or where it sits in routine system backups that cannot reasonably be deleted; any retained copy stays covered by this Agreement until it is destroyed.

10. Ownership

The Confidential Information remains the property of the Client. This Agreement gives TimelyScholar no licence or other right to it except to use it for the Purpose. Ownership of any work TimelyScholar delivers is governed by TimelyScholar's Terms & Conditions.

11. Term

This Agreement takes effect when both parties have signed it (the "Effective Date") and covers Confidential Information shared before or after that date. TimelyScholar's obligations continue for five years after the Client last shares Confidential Information and, for any trade secret, for as long as it remains a trade secret.

12. Remedies

A breach of this Agreement may cause the Client harm that money alone cannot put right. The Client may therefore seek an injunction or other equitable relief, in addition to any other remedy available.

13. General

Neither party must enter into any further agreement because of this Agreement. On confidentiality, this Agreement takes priority over TimelyScholar's Terms & Conditions and any quote. Changes must be agreed in writing by both parties. If any part of this Agreement is found unenforceable, the rest continues to apply.

This Agreement is governed by the laws of the State of Florida, USA, and the courts there have jurisdiction, unless the law where the Client lives gives the Client other rights.

The parties agree to sign electronically. Electronic signatures and records have the same effect as handwritten signatures and paper records, as provided by the US Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act.

Signatures

Each party signs below. The Agreement takes effect when both have signed.