Definition of Confidential Information For purposes of this Agreement: “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. This includes, but is not limited to:

1. Manuscripts, drafts, outlines, and other written or digital content created or submitted by authors or academics.
2. Research papers, academic articles, data sets, and related research materials.
3. Editorial notes, formatting guidelines, and publishing plans.
4. Client lists, author profiles, and project details.
5. Business plans, marketing strategies, and financial information related to Pretzel Pens/Pretzel Publishers.
6. Any other proprietary information, whether written, oral, or in any other medium, disclosed by the Disclosing Party to the Receiving Party.

Exclusions from Confidential Information: Confidential Information does not include information that

1. Is or becomes publicly available through no fault of the Receiving Party.
2. Was rightfully in the Receiving Party’s possession without restriction prior to disclosure by the Disclosing Party.
3. Is lawfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or
4. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

Obligations of the Receiving Party: The Receiving Party shall

1. Hold the Confidential Information in strict confidence and take reasonable precautions to protect such information (including, but not limited to, all precautions the Receiving Party employs with respect to its own confidential materials).
2. Not disclose, publish, or otherwise reveal any Confidential Information to any other party whatsoever except with the specific prior written authorization of the Disclosing Party.
3. Not use the Confidential Information for any purpose other than the purpose for which it was disclosed, which is to provide services related to ghostwriting, editing, formatting, publishing, or other agreed-upon activities.
4. Not copy, reproduce, or modify any Confidential Information, including manuscripts or research papers, without prior written consent from the Disclosing Party.
5. Immediately notify the Disclosing Party in writing of any unauthorized use or disclosure of Confidential Information.

III. Protection of Literary and Academic Materials: The Receiving Party acknowledges that manuscripts, research papers, and other literary or academic materials are the intellectual property of the Disclosing Party or its clients. The Receiving Party agrees:

1. To treat all manuscripts, drafts, and research materials with the highest level of care to prevent unauthorized access, use, or disclosure.
2. Not to share, distribute, or publish any portion of such materials without explicit written permission from the Disclosing Party.
3. To return or destroy all copies of such materials upon completion of the services or termination of this Agreement, as directed by the Disclosing Party.

Compliance with the Defend Trade Secrets Act: This Agreement complies with the U.S. Defend Trade Secrets Act of 2016 (DTSA). The Receiving Party shall not be held liable for disclosing a trade secret if the disclosure is made:

1. In confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or
2. In a complaint or other document filed in a lawsuit or proceeding, provided the filing is made under seal. The Disclosing Party shall retain all rights, title, and interest in and to any Confidential Information.

Term and Termination: This Agreement shall remain in effect for a period of [insert duration, e.g., two (2) years] from the date of execution, unless otherwise terminated by either Party with written notice. The Receiving Party’s obligations with respect to Confidential Information shall survive the termination of this Agreement and continue until the Confidential Information no longer qualifies as confidential under the exclusions in Section 2.

Return of Materials: Upon termination of this Agreement or at the Disclosing Party’s request, the Receiving Party shall promptly return to the Disclosing Party all documents, materials, and copies (whether physical or digital) containing Confidential Information, or certify in writing that such materials have been destroyed.

VII. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in [Your County, State].

VIII. Remedies: The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party. The Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or redress any breach of this Agreement.

Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral. This Agreement may only be amended in writing signed by both Parties.