1. Introduction and Purpose
This Confidentiality Agreement ("Agreement") establishes the confidentiality obligations between you ("Grant Recipient" or "you") and Gotham & Oz regarding information disclosed in connection with grant applications and grant-funded services.
Given the sensitive nature of our work with activists, nonprofits, and human rights defenders facing coordinated defamation attacks, maintaining strict confidentiality is essential to:
- Protect your safety, reputation, and strategic position
- Preserve attorney work-product privilege where applicable
- Prevent disclosure of investigative methodologies and strategic frameworks
- Ensure operational security and prevent counterintelligence risks
- Maintain the integrity of evidence and litigation support materials
2. Definitions
2.1 Confidential Information
"Confidential Information" means any information disclosed by either party that is:
- Marked or identified as "Confidential," "Proprietary," or similar designation
- Would reasonably be understood to be confidential based on its nature and the circumstances of disclosure
- Relates to grant applications, service delivery, strategic planning, or internal operations
2.2 Your Confidential Information
Includes but is not limited to:
- Grant application details and supporting materials
- Information about defamation campaigns, attacks, and threats you face
- Your organizational structure, funding sources, and strategic plans
- Personal information about staff, board members, donors, and partners
- Communications with Gotham & Oz regarding your situation
- Evidence, documents, and materials provided to Gotham & Oz
2.3 Gotham & Oz Confidential Information
Includes but is not limited to:
- Proprietary analytical frameworks (IQAS, ECIA-7, SPIC-8, etc.)
- Advertiser ecosystem warfare methodologies
- Forensic analysis techniques and investigative protocols
- Crisis response playbooks and strategic defense architectures
- Work product, reports, intelligence assessments, and deliverables
- Internal communications and strategic recommendations
- Information about other grant recipients or applicants
- Funding arrangements and grant allocation decisions
3. Confidentiality Obligations
3.1 Gotham & Oz Obligations
Gotham & Oz agrees to:
- Protect Your Information: Use commercially reasonable security measures to protect your Confidential Information from unauthorized access, disclosure, or misuse
- Limited Disclosure: Disclose your Confidential Information only to personnel, contractors, and service providers who need to know for purposes of providing grant-funded services and who are bound by confidentiality obligations
- Grant Evaluation Privacy: Share grant application information with Embassy Row Project leadership only for evaluation purposes
- No Public Disclosure: Not publicly disclose your grant recipient status, organizational details, or case specifics without your explicit written consent
- Operational Security: Employ military-grade operational security practices appropriate for the sensitivity of activist and nonprofit data
3.2 Your Obligations
You agree to:
- Protect Gotham & Oz Information: Use reasonable measures to protect Gotham & Oz Confidential Information from unauthorized disclosure or misuse
- No Disclosure of Methodologies: Not disclose, publish, or share Gotham & Oz proprietary frameworks, analytical techniques, or strategic methodologies with third parties
- Limited Use: Use Gotham & Oz work product and deliverables solely for purposes of defending your organization and mission, not for commercial purposes or to benefit third parties
- No Reverse Engineering: Not reverse engineer, deconstruct, or attempt to derive proprietary methodologies from Gotham & Oz deliverables
- Attribution Restrictions: Not publicly attribute analysis, frameworks, or strategic recommendations to Gotham & Oz without explicit written permission
- No Disclosure to Adversaries: Not disclose strategic plans, forensic findings, or litigation support materials to parties involved in defamation campaigns against you
4. Permitted Disclosures
4.1 Disclosure to Legal Counsel
You may disclose Gotham & Oz Confidential Information to your legal counsel provided:
- Disclosure is necessary for legal representation or obtaining legal advice
- Your attorney agrees to maintain confidentiality and protect attorney work-product privilege where applicable
- You inform your attorney of confidentiality obligations under this Agreement
4.2 Disclosure in Litigation
You may use Gotham & Oz work product and deliverables in litigation or legal proceedings provided:
- Use is limited to supporting your defense or claims related to defamation
- Filings are made under seal or with appropriate confidentiality protections where possible
- You notify Gotham & Oz before first use in litigation to coordinate privilege protection
- You do not disclose methodologies or analytical techniques beyond what is necessary for evidentiary purposes
4.3 Required Legal Disclosures
Either party may disclose Confidential Information if required by law, court order, subpoena, or government investigation, provided:
- The disclosing party provides prompt written notice to the other party (where legally permissible)
- The disclosing party cooperates with reasonable efforts to obtain protective orders or limit disclosure
- Disclosure is limited to the minimum necessary to comply with legal requirements
4.4 Disclosure to Trusted Partners
With prior written consent, you may disclose limited information to:
- Board members or senior staff who need to know for organizational decision-making
- Funders or institutional partners who require information for grant compliance or due diligence (provided they agree to confidentiality obligations)
- Communications consultants or PR professionals supporting crisis response (under confidentiality agreements)
5. Exceptions to Confidentiality
Confidentiality obligations do not apply to information that:
- Public Domain: Is or becomes publicly available through no breach of this Agreement
- Prior Knowledge: Was rightfully known to the receiving party before disclosure by the disclosing party, as evidenced by written records
- Independent Development: Was independently developed by the receiving party without reference to or use of Confidential Information
- Rightful Third-Party Disclosure: Was rightfully disclosed to the receiving party by a third party without confidentiality obligations
6. Attorney Work-Product Privilege Protection
6.1 Preserving Privilege
To preserve potential attorney work-product privilege:
- Gotham & Oz work product prepared at the direction of your legal counsel for litigation purposes should be treated as attorney work product
- Mark such materials "Attorney Work Product - Confidential - Prepared at Direction of Counsel"
- Maintain custody with your attorney where possible
- Limit disclosure to legal counsel and litigation team members
- Do not share with third parties without attorney approval
6.2 Waiver Risks
Be aware that attorney work-product privilege may be waived or lost if:
- Materials are disclosed to third parties not part of the legal team
- Materials are used in a manner inconsistent with litigation purposes
- Materials are publicly disclosed or filed without protective orders
- You testify about or reference materials in ways that waive privilege
Consult with your legal counsel about privilege protection and waiver risks.
7. Security Requirements
7.1 Physical Security
- Store physical documents containing Confidential Information in locked cabinets or secure locations
- Do not leave Confidential Information unattended in public or semi-public spaces
- Shred or securely destroy physical documents when no longer needed
7.2 Digital Security
- Store digital files containing Confidential Information on encrypted devices or secure cloud storage
- Use strong passwords and multi-factor authentication for access to Confidential Information
- Do not transmit Confidential Information via unencrypted email or insecure channels
- Use secure communication channels (encrypted email, secure file transfer, Signal, etc.) for sensitive communications
- Regularly update software and security patches on devices accessing Confidential Information
7.3 Access Controls
- Limit access to Confidential Information to individuals who have a need to know
- Brief team members on confidentiality obligations before providing access
- Monitor and log access to highly sensitive materials where feasible
7.4 Incident Response
If you become aware of any unauthorized disclosure, loss, or compromise of Confidential Information:
- Notify Gotham & Oz immediately at contact form with subject line "URGENT: Confidentiality Incident"
- Take reasonable steps to mitigate harm and prevent further disclosure
- Cooperate with incident response and forensic investigation
- Document the incident, including what was disclosed, to whom, and under what circumstances
8. Duration of Obligations
8.1 Ongoing Obligations
Confidentiality obligations under this Agreement:
- Begin upon submission of a grant application
- Continue throughout grant evaluation and service delivery
- Survive termination or conclusion of grant services
- Remain in effect indefinitely unless explicitly released by mutual written agreement
8.2 Exceptions for Specific Information
- Trade Secrets: Protection continues as long as information qualifies as a trade secret under applicable law
- Attorney Work Product: Protection continues indefinitely for materials subject to attorney work-product privilege
- Personal Information: Protection continues as required by applicable privacy laws (GDPR, CCPA, etc.)
9. Return or Destruction of Materials
9.1 Upon Termination
Upon termination of grant services or at Gotham & Oz's request:
- You may retain Gotham & Oz deliverables provided for your use in defending your organization (reports, evidence documentation, strategic recommendations)
- You must return or destroy internal Gotham & Oz materials not intended as deliverables (internal communications, draft documents, preliminary analysis)
9.2 Gotham & Oz Retention
Gotham & Oz may retain your Confidential Information:
- As required by law or legal process
- As necessary to support ongoing or potential litigation
- For evidence preservation purposes
- In accordance with our data retention policies (see Privacy Policy)
10. No License or Transfer of Rights
This Agreement does not grant any license, transfer ownership, or convey intellectual property rights except as explicitly stated in the Grant Application Terms. Specifically:
- Gotham & Oz retains all intellectual property rights in proprietary frameworks, methodologies, and analytical tools
- You retain ownership of materials you provide to Gotham & Oz
- Deliverables are provided under a limited license for your defensive use, not for commercial exploitation or transfer to third parties
11. Remedies and Enforcement
11.1 Injunctive Relief
Both parties acknowledge that breach of this Agreement may cause irreparable harm for which monetary damages are inadequate. Either party may seek injunctive relief or specific performance to prevent or remedy breaches, in addition to any other available remedies.
11.2 Damages
In addition to injunctive relief, the non-breaching party may seek monetary damages for:
- Direct damages caused by breach of confidentiality
- Costs of incident response and mitigation
- Legal fees and expenses incurred to enforce this Agreement
11.3 Service Termination
Material breach of this Confidentiality Agreement by a grant recipient constitutes grounds for immediate termination of grant services under the Grant Application Terms.
12. Aggregate and Anonymous Information
Notwithstanding other provisions, Gotham & Oz may:
- Use aggregate, anonymized data for research, reporting, and improving services (e.g., "we have served X activist organizations," "Y% of cases involve coordinated attacks")
- Create anonymized case studies that do not identify specific grant recipients
- Reference general trends and patterns observed across multiple engagements
Anonymization will be conducted to prevent identification of specific individuals or organizations.
13. Governing Law and Jurisdiction
This Confidentiality Agreement is governed by the laws of the jurisdiction where Gotham & Oz is organized, without regard to conflict of law principles. Any disputes arising from this Agreement shall be resolved in accordance with the dispute resolution provisions in the Grant Application Terms.
14. Severability and Amendment
14.1 Severability
If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect.
14.2 Amendments
This Agreement may be amended only by written agreement signed by both parties. For ongoing grant engagements, Gotham & Oz will provide 30 days' notice of material changes to confidentiality terms.
15. Contact Information
For questions about this Confidentiality Agreement or to report confidentiality concerns, contact:
16. Acknowledgment and Acceptance
By submitting a grant application or accepting grant-funded services, you acknowledge that:
- You have read and understood this Confidentiality Agreement
- You agree to be bound by its terms
- You understand the importance of confidentiality to your safety, strategic position, and the integrity of services
- You will implement reasonable security measures to protect Confidential Information
- You will promptly report any confidentiality breaches or security incidents