Customer Confidentiality Agreement (NDA)

1. Purpose

The parties wish to exchange confidential information solely so that the Clinic can evaluate, quote for, perform and discuss a garment-technology review, Tech Pack Health Check or related service for the Customer (the Purpose).

2. What is Confidential Information?

2.1 Confidential Information means any non-public information disclosed by one party (the Discloser) to the other (the Recipient), whether before or after this Agreement is signed, that is marked confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure.

2.2 Customer Confidential Information includes, in particular:

• tech packs, specification sheets, measurements and Points of Measure;
• grading rules, size charts, patterns or pattern-related information;
• sketches, drawings, photographs, prototypes, garment details and product concepts;
• fabric, trim, component, colour, artwork, print, embroidery, labelling and packaging information;
• sample comments, fit comments, test information and development history;
• factory, supplier, costing, sourcing and commercial information;
• unreleased brand, collection, product-launch and marketing information; and
• any analysis, extract or copy that reveals the substance of the above.

2.3 Clinic Confidential Information includes the Clinic’s non-public assessment methods, proprietary scoring logic, internal checklists, unpublished templates, pricing arrangements specific to the Customer and other non-public business information.

3. Information that is not confidential

Confidential Information does not include information that the Recipient can show:

• was lawfully in the public domain without breach of this Agreement;
• was lawfully known to the Recipient without confidentiality restriction before disclosure;
• was lawfully received from a third party entitled to disclose it without confidentiality restriction; or
• was independently developed without use of or reference to the Discloser’s Confidential Information.

4. Confidentiality obligations

4.1 The Recipient will:

• use the Confidential Information only for the Purpose;
• keep it confidential and apply at least reasonable care to protect it;
• not sell, licence, publish, disclose or make it available to anyone except as permitted by this Agreement;
• make only the copies reasonably necessary for the Purpose; and
• promptly notify the Discloser if it becomes aware of a material unauthorised use or disclosure.

5. Extra protection for the Customer’s design and product information

5.1 The Clinic will not use Customer Confidential Information to manufacture, source, copy, commercialise or market the Customer’s product, or to develop or assist a competing product for another customer.

5.2 The Clinic will not sell the Customer’s tech pack or design, and will not use identifiable Customer Confidential Information for advertising, social media, case studies, public examples or training material without the Customer’s prior written permission.

5.3 Sample reports or technical examples used publicly by the Clinic will be created for demonstration purposes or used only with explicit written permission.

5.4 Nothing in this Agreement prevents the Clinic from using its general garment-technology skills, experience, ideas and know-how that are independently known or developed, provided it does not use or disclose the Customer’s Confidential Information in doing so.

6. AI-assisted analysis and no model training

6.1 The Customer acknowledges that the Clinic may use approved AI-assisted tools as part of the technical-review process. AI output is an internal draft and remains subject to human technical review before customer issue.

6.2 The Clinic will not intentionally submit Customer Confidential Information to an AI provider for the purpose of training that provider’s general-purpose AI models and will not opt Customer Confidential Information into voluntary model-training or data-sharing programmes.

6.3 The Clinic’s current Health Check workflow uses the OpenAI API. OpenAI’s published business/API data terms state that API inputs and outputs are not used to train its models by default.

6.4 The Clinic has API data sharing disabled. Its analyser requests responses with store:false, applies a one-hour expiry safeguard to temporary API file uploads where supported, and requests deletion of the temporary API file immediately after analysis.

6.5 The Customer acknowledges that OpenAI’s published standard API data terms state that API inputs and outputs may be retained for up to 30 days for service provision and abuse monitoring unless a different retention control such as Zero Data Retention applies. This service-provider retention does not grant permission to use Customer Confidential Information for general model training.

6.6 Live Customer tech packs are not processed through Richard Reddington’s personal ChatGPT workspace.

6.7 AI-assisted analysis does not change the confidentiality status of the Customer’s information or transfer ownership of the Customer’s intellectual property.

7. Permitted recipients and service providers

7.1 The Recipient may disclose Confidential Information only to those of its employees, contractors, professional advisers, insurers and approved technology/service providers who reasonably need it for the Purpose or for legal, security, insurance or professional-advice purposes (Representatives).

7.2 The Recipient must take reasonable steps to ensure that Representatives who receive Confidential Information are subject to confidentiality and data-protection duties appropriate to the information disclosed.

7.3 The Clinic will limit Customer Confidential Information supplied to a service provider to what is reasonably necessary for the relevant task.

8. Required and protected disclosures

8.1 Nothing in this Agreement prevents a disclosure that the Recipient is required to make by law, court order or a competent regulator. Where lawful and reasonably practicable, the Recipient will notify the Discloser before making such a disclosure and will disclose only what is required.

8.2 Nothing in this Agreement is intended to prevent any disclosure to police, regulators, professional advisers or other persons that cannot lawfully be restricted, including any disclosure protected or permitted under applicable whistleblowing, criminal-law or victim-protection legislation.

9. Intellectual property and no licence

9.1 All intellectual property in Confidential Information remains with the Discloser or its licensors.

9.2 Disclosure does not grant the Recipient any ownership, licence or other right except the limited right to use the information for the Purpose.

9.3 The Customer retains ownership of its designs, tech packs, artwork and product information. The Clinic retains ownership of its pre-existing and independently developed methodologies, templates, scoring systems and know-how.

10. Security, return and deletion

10.1 Each party will use reasonable technical and organisational measures appropriate to the nature of the Confidential Information it holds.

10.2 At the Customer’s written request, or normally within 30 days after the final Clinic report and immediate follow-up are complete, the Clinic will delete or securely dispose of working copies of Customer Confidential Information that are no longer reasonably required, subject to clause 10.3.

10.3 The Clinic may retain limited copies where reasonably necessary for legal, insurance, accounting, security, dispute-resolution or regulatory purposes, and may retain information in routine backups until overwritten in the ordinary course. Any retained Confidential Information remains subject to this Agreement.

11. Duration

11.1 This Agreement starts on the date shown above and continues for the duration of the parties’ discussions and any resulting service relationship.

11.2 The confidentiality and restricted-use obligations continue for 5 years after each disclosure, except that information qualifying as a trade secret or equivalent protected confidential know-how will remain protected for as long as it lawfully retains that status.

12. No warranty about disclosed information

Except as expressly agreed in a paid service contract, disclosure of Confidential Information under this NDA does not by itself amount to a warranty that the information is complete, accurate or fit for a particular purpose. This clause does not limit duties that arise under the separate paid service contract or applicable law.

13. Remedies

Each party acknowledges that unauthorised use or disclosure of genuinely confidential information may cause harm that is difficult to remedy by money alone. Subject to applicable law, the Discloser may seek injunctive or other equitable relief as well as any other available remedy.

14. General

14.1 This Agreement contains the confidentiality agreement between the parties for the Purpose and may be varied only in writing agreed by both parties.

14.2 If a provision is unenforceable, the remaining provisions continue so far as legally possible.

14.3 A failure or delay to enforce a right is not a waiver of that right.

14.4 This Agreement may be signed electronically and in counterparts.

15. Governing law and jurisdiction

15.1 This Agreement is governed by the law of England and Wales.

15.2 The courts of England and Wales have non-exclusive jurisdiction.

Signatures