(Last Updated: Sept, 5, 2025)

1. Purpose

This Confidentiality Protocol (“Protocol”) governs the handling of all non-public information exchanged between Culture Ops (“Consultant”) and its clients (“Client”) during the course of any engagement, mission, or related discussions. The purpose of this Protocol is to ensure the protection of sensitive information, proprietary materials, and cultural integrity.

2. Definition of Confidential Information

For the purposes of this Protocol, “Confidential Information” shall mean any data, materials, strategies, creative concepts, business plans, financial information, trade secrets, intellectual property, or other information (whether oral, written, electronic, or otherwise) disclosed by either party that is not publicly available.

Confidential Information does not include information that:
a) is or becomes publicly available through no breach of this Protocol;
b) is lawfully obtained by the receiving party from a third party without restriction; or
c) is independently developed without use of or reference to the disclosing party’s Confidential Information.

3. Obligations of Confidentiality

Each party agrees to:
a) Use Confidential Information solely for the purposes of carrying out the mission or engagement;
b) Restrict disclosure of Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by similar confidentiality obligations;
c) Exercise at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

4. Term

The obligations set forth herein shall commence upon the disclosure of Confidential Information and remain in effect for a period of three (3) years following the conclusion or termination of the engagement, unless otherwise required by applicable law.

5. Return or Destruction

Upon completion of the mission or termination of the engagement, each party shall, upon written request, promptly return or securely destroy all Confidential Information, including any copies, summaries, or derivative materials, except as required by law or internal compliance policies.

6. Exceptions and Legal Disclosure

If either party is required by law, regulation, or valid legal process to disclose any Confidential Information, such party shall provide prompt written notice to the other party (unless legally prohibited) to allow for protective measures to be sought.

7. No License or Ownership

Nothing in this Protocol shall be construed as granting, by implication or otherwise, any rights or licenses to the receiving party with respect to the disclosing party’s Confidential Information, except as expressly set forth in the mission or engagement agreement.

8. Remedies

The parties acknowledge that any breach of this Protocol may cause irreparable harm for which monetary damages would be insufficient. Accordingly, the non-breaching party shall be entitled to seek equitable relief, including injunctions, in addition to any other remedies available at law or in equity.

9. Governing Law

This Protocol shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to conflict of law principles.