Informed Solutions Confidentiality and Non-Disclosure Aggreement

BACKGROUND

A.  Fixinc is a resilience advisory firm providing business continuity, crisis management, and emergency management services.

B.  The Advisor may provide advice, expertise, or consultation to Fixinc in connection with scoping discussions, discovery sessions, or other preliminary engagements (the "Purpose").

C. In the course of these discussions, Fixinc may share Confidential Information with the Advisor.

D. The Parties wish to establish the terms under which such Confidential Information will be protected.

E.  This Agreement is intended to govern confidentiality obligations during preliminary discussions and may be supplemented or superseded by a contractor agreement or other formal engagement agreement if the Parties choose to formalise their relationship.

1. DEFINITIONS

In this Agreement:

"Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with Fixinc.

"AI Tools" means any artificial intelligence, machine learning, or large language model technology, including ChatGPT, Claude, Google Gemini, Microsoft Copilot, and any similar current or future tools, whether accessed via web, API, application, or integration.

"Confidential Information" means all information disclosed by Fixinc to the Advisor, including:

(a) client lists, identities, and engagement details;

(b) Trade Secrets, methodologies, and frameworks;

(c) pricing, commercial terms, and business strategies;

(d) proprietary software and technical specifications not publicly available;

(e) internal organisational structures and operational procedures;

(f)  information relating to Fixinc's commercial partners;

(g) any information marked as confidential or that a reasonable person would understand to be confidential; and

(h) any copies, summaries, or derivatives of the foregoing.

"Subsequent Agreement" means any contractor agreement, consultancy agreement, or other written engagement agreement entered into between the Parties following this Agreement.

"Trade Secrets" means Confidential Information that derives independent economic value from not being generally known and is subject to reasonable efforts to maintain its secrecy, including proprietary methodologies and client-specific strategies.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Core Obligations

The Advisor agrees to:

(a) hold all Confidential Information in strict confidence;

(b) use Confidential Information solely for the Purpose;

(c) not disclose Confidential Information to any third party without Fixinc's prior written consent;

(d) not copy, reproduce, or create derivative works from Confidential Information without Fixinc's prior written consent;

(e) protect Confidential Information using at least the same degree of care used for their own confidential information, and no less than reasonable care;

(f)  immediately notify Fixinc of any actual or suspected unauthorised disclosure; and

(g) take all reasonable steps to mitigate any damage from unauthorised disclosure.

2.2 Permitted Disclosures

The Advisor may disclose Confidential Information to their professional advisers (such as lawyers or accountants) who need access for the Purpose, provided such advisers are bound by professional confidentiality obligations. The Advisor remains liable for any breach by such advisers.

2.3 Duration

The confidentiality obligations in this Agreement shall:

(a) for Trade Secrets, continue indefinitely while the information remains a Trade Secret; and

(b) for all other Confidential Information, continue for seven (7) years from disclosure.

3. ARTIFICIAL INTELLIGENCE RESTRICTIONS

3.1 Prohibition

Without Fixinc's prior written approval, the Advisor shall not:

(a) input, upload, or transfer any Confidential Information into any AI Tools;

(b) use AI Tools to analyse, summarise, or process any Confidential Information;

(c) use share or collaboration functions of AI Tools with Confidential Information;

(d) permit Confidential Information to be used for AI training; or

(e) store Confidential Information in any system using AI for processing or indexing.

3.2 Acknowledgment

The Advisor acknowledges that AI Tools may retain or expose input data in unintended ways, and that these restrictions apply to all AI Tools including those integrated into productivity software.

3.3 Compliance Certification

Upon Fixinc's written request, the Advisor shall provide written certification within ten (10) business days confirming whether any Confidential Information has been input into AI Tools.

4. EXCEPTIONS

The confidentiality obligations do not apply to information that the Advisor can demonstrate:

(a) was in the public domain at disclosure or entered it without the Advisor's fault;

(b) was lawfully in the Advisor's possession before disclosure, with written evidence;

(c) was independently developed without reference to Confidential Information, with written evidence; or

(d) was received from a third party entitled to disclose it without restriction.

If compelled by law to disclose Confidential Information, the Advisor shall provide prompt written notice to Fixinc (where legally permitted), cooperate with Fixinc's efforts to obtain protective measures, and disclose only the minimum required.

5. INTELLECTUAL PROPERTY

All Confidential Information remains Fixinc's property. No licence or rights are granted except the limited right to use Confidential Information for the Purpose.

Any intellectual property created using Fixinc's Confidential Information shall be owned by Fixinc, promptly disclosed to Fixinc, and assigned to Fixinc with the Advisor executing all necessary documents to perfect that ownership.

6. SECURITY REQUIREMENTS

Where access to certain Confidential Information is subject to security clearance or other requirements imposed by Fixinc's clients, the Advisor agrees to:

(a) comply with all such requirements as a condition of access;

(b) obtain any required clearances at their own cost before receiving such information;

(c) provide evidence of compliance upon request; and

(d) immediately notify Fixinc of any change affecting their ability to comply.

7. NON-SOLICITATION

7.1 Personnel

During this Agreement and for eighteen (18) months after termination, the Advisor shall not directly or indirectly solicit, recruit, or hire any employee or contractor of Fixinc with whom they had contact or about whom they received Confidential Information.

7.2 Clients

During this Agreement and for twenty-four (24) months after termination, the Advisor shall not directly or indirectly solicit or provide competing services to any client of Fixinc whose identity became known through Confidential Information or the relationship.

7.3 Exceptions

These restrictions do not apply to general public advertising, unsolicited approaches from Fixinc personnel, or pre-existing client relationships the Advisor can document.

8. RETURN AND DESTRUCTION

Upon Fixinc's request or termination of this Agreement, the Advisor shall promptly:

(a) return all documents and materials containing Confidential Information;

(b) permanently delete all electronic copies from all systems and devices;

(c) within fourteen (14) days, provide written certification confirming complete return or destruction.

The Advisor may retain one archival copy only if required by law, provided it remains confidential and is used only for legal compliance purposes.

9. BREACH AND REMEDIES

The Advisor acknowledges that Confidential Information is valuable and unique, that unauthorised disclosure would cause irreparable harm, and that Fixinc is entitled to seek injunctive relief without proving actual damages or posting bond.

Fixinc may recover all actual damages from breach, including financial losses, remediation costs, reputational harm, and loss of business opportunities.

The Advisor shall indemnify Fixinc against any claims, damages, losses, and expenses (including legal fees) arising from breach of this Agreement.

10. TRANSITION TO FORMAL ENGAGEMENT

If the Parties enter into a Subsequent Agreement:

(a) this Agreement continues alongside the Subsequent Agreement unless expressly superseded in writing;

(b) confidentiality obligations apply to all information exchanged before, during, and after the Subsequent Agreement;

(c) in case of conflict, the more protective provision applies; and

(d) termination of the Subsequent Agreement does not affect obligations under this Agreement.

If the Advisor proposes using their own confidentiality agreement, the Parties shall negotiate in good faith. In the absence of written agreement to the contrary, this Agreement shall prevail.

11. DISCLAIMERS

All Confidential Information is provided "as is" without warranty. Fixinc has no liability for errors or decisions made in reliance on Confidential Information.

Nothing in this Agreement obliges either Party to disclose information, enter further agreements, or creates any partnership, employment, or agency relationship.

12. DATA PROTECTION

The Parties agree to comply with applicable data protection laws, including the New Zealand Privacy Act 2020, Australian Privacy Act 1988, GDPR, and laws of other relevant jurisdictions.

13. TERM AND TERMINATION

This Agreement commences upon execution and continues indefinitely until terminated by either Party giving thirty (30) days' written notice.

Termination does not affect accrued rights, confidentiality obligations (which survive per clause 2.3), AI restrictions, intellectual property provisions, non-solicitation obligations, return/destruction obligations, or remedies provisions.

14. DISPUTE RESOLUTION

The Parties shall attempt to resolve disputes through good faith negotiation. Unresolved disputes shall be referred to arbitration administered by the New Zealand Dispute Resolution Centre (NZDRC) under its Arbitration Rules, seated in Christchurch, New Zealand, with a single arbitrator. Either Party may seek urgent injunctive relief from courts pending arbitration.

15. GENERAL PROVISIONS

Governing Law: New Zealand law governs this Agreement.

Entire Agreement: This Agreement is the entire agreement on this subject matter and supersedes prior negotiations and agreements.

Amendment: Amendments require written agreement signed by both Parties.

Waiver: No waiver by conduct; waivers must be written.

Severability: Invalid provisions shall be modified or severed; remaining provisions continue in force.

Assignment: Neither Party may assign without consent, except Fixinc may assign to Affiliates or in connection with acquisition.

Notices: Notices must be in writing, delivered by hand, registered post, or email to addresses in this Agreement.

Electronic Execution: Electronic signatures via DocuSign, HelloSign, or similar platforms are valid and binding.

Third Party Rights: Fixinc's Affiliates and commercial partners may enforce this Agreement. No other third party has enforcement rights.

EXECUTION

The Parties have executed this Agreement as of the date last signed below.

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