Creative NDA & Confidentiality Agreement

1. Parties and purpose

This Non-Disclosure & Confidentiality Agreement ("NDA") is entered into between Proofpoints Customer Advocacy Limited, a company registered in England and Wales (company number 17070525), trading as Proofpoints ("Proofpoints", "we", "us"), and you, the individual or business joining the Proofpoints roster of Creatives ("you", "the Creative").

You are joining a roster of independent professionals who may be engaged, through the Proofpoints platform, to deliver paid services (such as editing, interviewing, quality assurance, localisation, or story management) on customer stories. To do that work, you will be given access to confidential material belonging to Proofpoints and to its customers. This NDA governs how you must treat that material.

This NDA is incorporated into, and forms part of, the Proofpoints Creative Terms of Business. You accept it when you apply to join the roster.

2. What is confidential

"Confidential Information" means any non-public information you receive or access in connection with the roster or any engagement, in any form, including without limitation:

1. Interview recordings, transcripts, notes, and any source materials.
2. Draft, in-progress, unpublished, or rejected stories, content, and assets.
3. The identity of any customer, the existence and details of any engagement, and any commercial terms.
4. Customer business information, plans, products, performance data, and the personal data of any individual featured in or connected to a story.
5. Proofpoints' own non-public information, including platform features, prompts, workflows, pricing, processes, and roster information.

Confidential Information is and remains the property of Proofpoints or the relevant customer. Nothing in this NDA grants you any ownership of it.

3. Your obligations

You agree that you will:

1. Keep Confidential Information confidential and not disclose it to anyone, except as strictly necessary to perform an engagement through the platform.
2. Use Confidential Information only to perform the work you have been engaged to do, and for no other purpose.
3. Not reuse Confidential Information, in whole or in part, for your own purposes, for another client, or in any other work.
4. Take reasonable care to protect Confidential Information from loss or unauthorised access, at least to the standard you would apply to your own confidential material.
5. Keep the work on the platform. Briefing, drafting, review, and delivery happen through the Proofpoints tool. You will not move customer content onto external systems except where expressly required to perform the work.

4. No use for AI training

You will not use, submit, or expose any Confidential Information (including transcripts, recordings, drafts, and finished content) to any artificial-intelligence or machine-learning system for the purpose of training, fine-tuning, or improving that system. This applies whether the system is your own, a third party's, or a publicly available service. Using the platform's own AI tools to perform an engagement, in the ordinary way the platform provides, is permitted.

5. Portfolio and credit

You may not reference, display, reproduce, or otherwise use any customer's name, brand, content, or your involvement in any engagement in a portfolio, case study, CV, pitch, social media, or any other public or promotional context, except with that customer's explicit written permission obtained in advance for each instance. This restriction applies even to stories that have been publicly published. Permission for one use is not permission for any other.

6. Exclusions

The obligations in this NDA do not apply to information that you can show:

1. Was already lawfully known to you, free of any confidentiality obligation, before you received it through Proofpoints;
2. Is or becomes public through no act or omission of yours;
3. Is lawfully received by you from a third party who is free to disclose it; or
4. You are required to disclose by law, regulation, or court order, provided you give Proofpoints prompt written notice (where lawful) so we may seek protection.

A pre-existing relationship with a customer (one you held before Proofpoints introduced you) is treated under the Terms of Business, but it does not relieve you of your duty to keep confidential anything you learn through a Proofpoints engagement.

7. Duration

Your confidentiality obligations begin when you join the roster and continue indefinitely after any engagement ends and after you leave the roster, for as long as the information remains confidential. Termination of the Terms of Business does not release you from this NDA.

8. Return and deletion

On request by Proofpoints, or when an engagement ends, you will promptly return or securely destroy all Confidential Information in your possession or control, together with any copies, and confirm in writing that you have done so, except for material you are required by law to retain.

9. Breach and remedies

You acknowledge that a breach of this NDA may cause Proofpoints or its customers serious and irreparable harm for which money alone is not an adequate remedy. Proofpoints (and, where relevant, the affected customer) may therefore seek injunctive or other equitable relief in addition to any other remedy available at law, including removal from the roster. You will indemnify Proofpoints against losses, costs, and liabilities arising from your breach of this NDA.

10. General

1. This NDA is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
2. If any provision is found unenforceable, the remainder continues in force.
3. Proofpoints may update this NDA; material changes are versioned, and you may be asked to accept the updated version to continue on the roster.
4. This NDA operates alongside, and is incorporated into, the Proofpoints Creative Terms of Business. Where the two address the same subject, they are to be read together; if they genuinely conflict, the Terms of Business prevail on commercial matters and this NDA prevails on confidentiality.

---

Questions? Contact Proofpoints Customer Advocacy Limited at hello@proofpoints.com