Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into between GetCited ("Company") and the client that accepts this Agreement during the intake or engagement process ("Client"). Each is a "Party"; together, the "Parties".

Purpose

The Parties wish to discuss and exchange confidential information in connection with the Company's AI visibility services, including the AI Referral Report and any related advisory or implementation engagement (the "Purpose"). This Agreement governs the disclosure and use of that information whether or not a paid engagement ultimately follows.

Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose, in any form, that is either: (a) marked or designated as confidential at the time of disclosure; (b) disclosed orally or visually and confirmed in writing as confidential within fifteen (15) days; or (c) information that, by its nature and the circumstances of disclosure, a reasonable person would understand to be confidential.

Disclosed by the Company:

The Company's audit methodology, scoring rubric, scoring weights, prompt frameworks, prompt sets, internal templates, competitor analysis methods, internal tooling, audit deliverables, business plans, financial information, and pricing not publicly disclosed.

Disclosed by the Client:

The Client's business plans, financial information, customer lists, marketing strategies, vendor relationships, internal performance data, audit findings the Client elects not to publish, and any access credentials or read-only tokens shared with the Company.

Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party
• Was known to the Receiving Party before disclosure, as evidenced by written records
• Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information
• Is rightfully obtained from a third party who has the legal right to disclose it without obligation of confidentiality
• Is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and reasonable cooperation in seeking protective treatment

Obligations of the Receiving Party

The Receiving Party agrees to:

• Use the Disclosing Party's Confidential Information solely for the Purpose
• Hold the Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information of similar importance, and in any event with no less than reasonable care
• Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, advisors, and affiliates with a legitimate need to know for the Purpose who are bound by confidentiality obligations no less protective than this Agreement
• Not reverse-engineer, decompile, or otherwise attempt to derive the underlying methodology, source materials, or trade secrets from any Confidential Information
• Not use the Confidential Information to compete with, gain commercial advantage over, or harm the interests of the Disclosing Party

Term

This Agreement begins on the date of acceptance and continues for a period of three (3) years, unless terminated earlier by mutual written agreement. The confidentiality obligations survive termination and continue for three (3) years after termination, except that information constituting a trade secret shall remain confidential for as long as it qualifies as a trade secret under applicable law.

Return or Destruction

Upon written request by the Disclosing Party at any time, or upon termination of this Agreement, the Receiving Party shall promptly: (a) return all tangible materials containing Confidential Information; or (b) destroy all copies in any form, including electronic copies, and certify in writing that destruction has been completed.

The Receiving Party may retain one archival copy solely for legal-compliance purposes, subject to ongoing confidentiality obligations.

No License or Other Rights

Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in the Disclosing Party's Confidential Information, intellectual property, or proprietary rights, except the limited right to use the Confidential Information for the Purpose. All Confidential Information remains the property of the Disclosing Party.

No Obligation to Proceed

This Agreement does not obligate either Party to enter into any further business relationship or transaction. Either Party may decline to proceed with the Purpose at any time, for any reason, without liability under this Agreement.

No Warranty

Confidential Information is provided "as is", without warranty of any kind. The Disclosing Party makes no representation or warranty as to the accuracy or completeness of Confidential Information.

Equitable Remedies

The Parties acknowledge that monetary damages may be inadequate to compensate for a breach of this Agreement and that the non-breaching Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedy available at law.

No Solicitation of Personnel

For a period of one (1) year following the termination of this Agreement, neither Party shall directly solicit for employment any employee or contractor of the other Party with whom it has had material contact during the Purpose. General job postings and unsolicited applications are not subject to this restriction.

General Provisions

• Entire Agreement. This Agreement, together with the Terms of Service and Privacy Notice in effect on the date of acceptance, constitutes the entire confidentiality agreement between the Parties regarding the Purpose and supersedes all prior or contemporaneous communications.
• Amendments. Amendments to an accepted version of this Agreement require a writing (including email) confirmed by both Parties.
• Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
• No Waiver. Failure to enforce any provision is not a waiver of future enforcement.
• Governing Law. This Agreement is governed by the laws of Finland, without regard to conflict-of-laws principles.
• Notices. Notices to GetCited shall be sent to helpto@getcited.online. Notices to the Client shall be sent to the email address supplied during intake.

Signatures

This Agreement may be executed by electronic signature, email confirmation, or clickwrap acceptance during intake. Each method has the same legal effect as a handwritten signature.

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