Between Red Stapler Project and Client
This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date of execution (“Effective Date”) by and between:
DISCLOSING PARTY (Red Stapler Project):
Red Stapler Project
Renée Soileau, Owner
La Mesa, California, 91942
AND
RECEIVING PARTY (Client):
[Law Firm Name]
[Attorney Name]
[Address]
[City, State ZIP]
Email: [Email]
Collectively referred to as the “Parties” and individually as a “Party.”
WHEREAS, Red Stapler Project provides professional consulting services to plaintiff personal injury attorneys, including case audits, strategic consultation, and training services;
WHEREAS, in the course of providing these services, Red Stapler Project may receive confidential case information, client data, medical records, and other sensitive materials from Client;
WHEREAS, Red Stapler Project may disclose proprietary methodologies, insurance industry insights, and confidential business information to Client;
WHEREAS, both Parties wish to protect the confidentiality of information exchanged during their professional relationship;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
For purposes of this Agreement:
1.1 “Confidential Information” means any and all information, whether written, oral, electronic, visual, or in any other form, that is disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including but not limited to:
From Client to Red Stapler Project:
From Red Stapler Project to Client:
1.2 “Case Information” means all information related to specific legal matters, claims, cases, or clients that Client represents, including all materials and documentation referenced in Section 1.1 above.
1.3 “Protected Health Information” or “PHI” means any individually identifiable health information as defined by the Health Insurance Portability and Accountability Act (HIPAA), including medical records, treatment information, diagnoses, and health-related data.
1.4 “Attorney-Client Privileged Information” means any information subject to the attorney-client privilege between Client and Client’s clients, including confidential communications, legal advice, and work product.
1.5 “Permitted Disclosure” means disclosure of Confidential Information that is specifically authorized under Section 4 of this Agreement.
2.1 Duty of Confidentiality
Each Party agrees to:
(a) Maintain Strict Confidentiality:
Hold all Confidential Information received from the other Party in strict confidence and protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
(b) Limit Access:
Disclose Confidential Information only to employees, contractors, or agents who:
(c) Use Restrictions:
Use Confidential Information solely for the purposes of:
(d) No Unauthorized Disclosure:
Not disclose, publish, or disseminate Confidential Information to any third party without prior written consent of the Disclosing Party, except as permitted under Section 4.
(e) No Competitive Use:
Not use Confidential Information for any competitive purposes or to the detriment of the Disclosing Party.
2.2 Enhanced Protection for Case Information
With respect to Case Information specifically, Red Stapler Project agrees to additional protections:
(a) Attorney-Client Privilege:
Recognize and respect the attorney-client privilege between Client and Client’s clients. Red Stapler Project will not take any action that would waive or jeopardize that privilege.
(b) No Client Contact:
Not communicate directly with Client’s clients without Client’s explicit prior written authorization.
(c) Work Product Doctrine:
Respect and maintain the confidentiality of Client’s attorney work product.
(d) HIPAA Compliance:
Maintain HIPAA compliance for all Protected Health Information, including:
(e) No Adverse Use:
Never use Case Information for purposes adverse to Client or Client’s clients, including:
2.3 Enhanced Protection for Proprietary Methods
With respect to Red Stapler Project’s proprietary information, Client agrees to:
(a) No Reproduction:
Not reproduce, copy, or duplicate Red Stapler Project’s training materials, analysis frameworks, or proprietary methodologies without written permission.
(b) No Commercial Use:
Not use Red Stapler Project’s methodologies to provide similar services to third parties or for commercial purposes beyond Client’s own practice.
(c) Limited Sharing:
Share Red Stapler Project’s work product only with:
(d) Attribution:
When using Red Stapler Project’s analysis or recommendations in legal proceedings, provide appropriate attribution and maintain confidentiality of specific methodologies.
Confidential Information does not include information that:
3.1 Public Domain:
Is or becomes publicly available through no breach of this Agreement by the Receiving Party.
3.2 Prior Knowledge:
Was already known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
3.3 Independent Development:
Is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by written records.
3.4 Rightful Receipt from Third Party:
Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation and without restriction on disclosure.
3.5 Express Written Consent:
Is disclosed with the express prior written consent of the Disclosing Party.
BURDEN OF PROOF:
The Receiving Party bears the burden of proving that information falls within these exclusions through clear and convincing evidence, including contemporaneous written documentation.
4.1 Legal Compulsion
If the Receiving Party is required by law, regulation, court order, subpoena, or other legal process to disclose Confidential Information:
(a) Notice Requirement:
The Receiving Party shall promptly notify the Disclosing Party in writing of such requirement (unless legally prohibited from doing so) to allow the Disclosing Party to:
(b) Minimum Disclosure:
The Receiving Party shall disclose only the minimum amount of Confidential Information legally required.
(c) Cooperation:
The Receiving Party shall cooperate with the Disclosing Party’s efforts to obtain protective treatment of Confidential Information.
(d) Confidentiality Maintenance:
If disclosure is made, the Receiving Party shall use reasonable efforts to obtain assurance that confidential treatment will be accorded to the information disclosed.
4.2 Professional Advisors
Each Party may disclose Confidential Information to its:
Provided that: Such professionals are informed of the confidential nature of the information and are bound by confidentiality obligations.
4.3 Client’s Use of Red Stapler Project Work Product
Client may disclose Red Stapler Project’s work product (case audit reports, analysis, recommendations) to:
(a) Client’s Own Clients:
When appropriate and necessary for Client’s representation of those clients.
(b) Co-Counsel:
Attorneys with whom Client is associated in representing the same client, provided co-counsel agrees to maintain confidentiality.
(c) Experts Retained by Client:
Expert witnesses or consultants retained by Client for the same case, provided they execute confidentiality agreements.
(d) Court Proceedings:
In connection with litigation or settlement negotiations related to the specific case, subject to protective orders when appropriate.
Restrictions:
Client may not:
5.1 Physical Security
Both Parties agree to maintain reasonable physical security measures, including:
(a) Secure Storage:
Confidential Information in physical form stored in locked filing cabinets or secure storage areas.
(b) Access Controls:
Limited access to storage areas containing Confidential Information.
(c) Clean Desk Policy:
Confidential Information not left unattended on desks or in unsecured areas.
(d) Secure Disposal:
Confidential Information disposed of through secure shredding or destruction methods.
(e) Visitor Restrictions:
Confidential Information not accessible to visitors or unauthorized persons.
5.2 Electronic Security
Both Parties agree to maintain reasonable electronic security measures, including:
(a) Encryption:
All Confidential Information transmitted electronically must be encrypted using industry-standard encryption (minimum 256-bit AES or equivalent).
(b) Secure Storage:
Electronic Confidential Information stored on password-protected, encrypted devices and systems.
(c) Access Controls:
User authentication, password protection, and role-based access controls for electronic systems containing Confidential Information.
(d) Network Security:
Firewalls, intrusion detection, and other security measures to protect electronic systems.
(e) Secure Transmission:
Confidential Information transmitted only through secure channels:
(f) Backup Security:
Backups of Confidential Information encrypted and securely stored.
(g) Device Security:
Laptops, mobile devices, and portable media containing Confidential Information encrypted and password-protected.
5.3 HIPAA-Specific Security Measures
For Protected Health Information specifically, Red Stapler Project will maintain:
(a) Technical Safeguards:
(b) Physical Safeguards:
(c) Administrative Safeguards:
(d) Business Associate Requirements:
If Red Stapler Project meets the definition of Business Associate under HIPAA, a separate Business Associate Agreement will be executed.
5.4 Security Incident Response
In the event of any security breach, unauthorized access, loss, or disclosure of Confidential Information:
(a) Immediate Notification:
The Party experiencing the incident shall notify the other Party immediately (within 24 hours of discovery).
(b) Investigation:
Promptly investigate the incident and determine the scope and cause.
(c) Mitigation:
Take immediate steps to mitigate harm and prevent further unauthorized access or disclosure.
(d) Cooperation:
Cooperate fully with the other Party’s investigation and response efforts.
(e) Documentation:
Document the incident, investigation, and remediation steps taken.
(f) Regulatory Notification:
If required by law (such as HIPAA breach notification), comply with all notification requirements.
(g) Third-Party Notification:
If affected individuals must be notified, cooperate in determining content and method of notification.
6.1 Obligation to Return or Destroy
Upon termination of the professional relationship, or upon written request by the Disclosing Party, the Receiving Party shall, at the Disclosing Party’s option:
(a) Return:
Promptly return all Confidential Information in tangible form (documents, files, media, copies) to the Disclosing Party.
(b) Destroy:
Permanently destroy all Confidential Information in the Receiving Party’s possession, custody, or control, including all copies, summaries, and excerpts.
(c) Electronic Deletion:
Permanently delete all electronic Confidential Information from all systems, devices, and backups.
6.2 Certification of Compliance
Within 30 days of the request or termination, the Receiving Party shall provide written certification to the Disclosing Party that:
6.3 Retention Exceptions
The Receiving Party may retain:
(a) Legal Requirements:
Confidential Information required to be retained by applicable law or regulation, provided such information remains subject to confidentiality obligations.
(b) Archival Copies:
One archival copy of work product or deliverables for professional liability or legal compliance purposes, provided such information remains subject to confidentiality obligations.
(c) Automatic Backups:
Confidential Information in automatic backup systems that cannot feasibly be deleted, provided such information:
6.4 Red Stapler Project Retention Policy
Unless Client requests otherwise:
(a) Active Engagement:
Case Information retained securely throughout engagement.
(b) Post-Engagement:
Case Information retained for 90 days after engagement conclusion for quality assurance and follow-up support.
(c) Automatic Deletion:
After 90-day period, Case Information automatically and permanently deleted from all systems unless Client requests extended retention.
(d) Early Deletion:
Client may request immediate deletion at any time.
(e) Certificate of Deletion:
Upon request, Red Stapler Project will provide written certification of deletion.
7.1 Term
This Agreement:
7.2 Survival of Obligations
The confidentiality obligations under this Agreement shall survive termination and continue for:
(a) Case Information:
Indefinitely. Red Stapler Project’s obligations regarding Case Information never expire.
(b) PHI (Protected Health Information):
Indefinitely, in accordance with HIPAA requirements.
(c) Attorney-Client Privileged Information:
Indefinitely, to preserve privilege.
(d) Trade Secrets:
For as long as the information remains a trade secret under applicable law.
(e) Other Confidential Information:
Five (5) years from the date of disclosure or termination of relationship, whichever is later.
7.3 Termination Does Not Release
Termination of the professional relationship or this Agreement does not:
8.1 No License Grant
Nothing in this Agreement grants any license, ownership interest, or right to use the Confidential Information except as expressly permitted for the purposes specified herein.
8.2 Ownership
All Confidential Information remains the sole property of the Disclosing Party. No transfer of ownership occurs through disclosure.
8.3 Work Product
(a) Red Stapler Project Work Product:
All reports, analysis, recommendations, and deliverables created by Red Stapler Project (“Work Product”) remain the intellectual property of Red Stapler Project.
(b) Limited License to Client:
Client receives a limited, non-exclusive, non-transferable license to use Work Product solely for the specific case or matter for which it was created.
(c) No Reproduction:
Client may not reproduce, distribute, or create derivative works from Work Product without Red Stapler Project’s written permission, except as necessary for the specific case representation.
8.4 Residual Information
Nothing in this Agreement prevents the Receiving Party from using general ideas, concepts, know-how, or techniques that are retained in the unaided memories of individuals who have had access to Confidential Information, provided that:
This residual information exception does NOT apply to:
9.1 Information “As Is”
All Confidential Information is provided “AS IS” without warranty of any kind, express or implied.
9.2 No Warranty of:
9.3 Verification Responsibility
The Receiving Party is responsible for:
10.1 Irreparable Harm
The Parties acknowledge that:
10.2 Equitable Relief
In addition to all other remedies available at law or in equity, the non-breaching Party shall be entitled to:
(a) Injunctive Relief:
Immediate injunctive or other equitable relief to prevent or remedy breach, without requirement to:
(b) Specific Performance:
Enforcement of this Agreement through specific performance.
10.3 Monetary Damages
The breaching Party shall be liable for all damages resulting from breach, including but not limited to:
10.4 Attorney Fees and Costs
In any action to enforce this Agreement:
10.5 Cumulative Remedies
All remedies are cumulative and non-exclusive. Election of one remedy does not preclude pursuit of others.
10.6 No Limitation of Remedies
Nothing in this Agreement limits remedies available under:
11.1 Informal Resolution
Before pursuing formal proceedings, the Parties agree to:
11.2 Mediation
If informal resolution fails:
11.3 Litigation
If mediation fails to resolve dispute:
(a) Jurisdiction:
Exclusive jurisdiction in state or federal courts located in San Diego County, California.
(b) Venue:
Parties consent to venue in San Diego County, California.
(c) Personal Jurisdiction:
Parties consent to personal jurisdiction of such courts.
(d) Waiver of Transfer:
Parties waive any objection to venue or right to seek transfer.
11.4 Expedited Proceedings
For breach involving Case Information, PHI, or trade secrets:
11.5 Governing Law
This Agreement shall be governed by:
12.1 Entire Agreement
This Agreement, together with:
Constitutes the entire agreement regarding confidentiality and supersedes all prior agreements, understandings, or representations.
12.2 Amendment
This Agreement may be amended only by:
12.3 Severability
If any provision is invalid or unenforceable:
12.4 Waiver
Failure to enforce any provision does not constitute waiver:
12.5 Assignment
(a) No Assignment by Client:
Client may not assign this Agreement without Red Stapler Project’s prior written consent.
(b) Assignment by Red Stapler Project:
Red Stapler Project may assign to:
(c) Binding on Successors:
This Agreement binds and benefits successors and permitted assigns.
12.6 Counterparts
This Agreement may be executed in counterparts:
12.7 Notices
All notices under this Agreement must be:
To Red Stapler Project:
Red Stapler Project
Attn: Renée Soileau
To Client:
[Law Firm Name]
Attn: [Attorney Name]
Email: [Email]
[Mailing Address]
Notices effective:
12.8 Third-Party Beneficiaries
(a) No Third-Party Rights:
Generally, no third parties have rights under this Agreement.
(b) Exception – Client’s Clients:
Client’s clients are intended third-party beneficiaries of Red Stapler Project’s confidentiality obligations regarding Case Information and may enforce those provisions.
12.9 Relationship of Parties
This Agreement does not create:
12.10 Force Majeure
Neither Party liable for failure to perform due to circumstances beyond reasonable control, except:
12.11 Construction
This Agreement shall be:
13.1 Business Associate Relationship
If Red Stapler Project meets the definition of “Business Associate” under HIPAA:
(a) Separate BAA:
A separate Business Associate Agreement will be executed incorporating all required HIPAA provisions.
(b) HIPAA Compliance:
Red Stapler Project agrees to comply with all HIPAA requirements for Business Associates.
(c) Breach Notification:
Red Stapler Project will notify Client of breaches of unsecured PHI within timeframes required by HIPAA.
13.2 Minimum Necessary
Red Stapler Project will:
13.3 Safeguards
Red Stapler Project will maintain safeguards to prevent unauthorized use or disclosure of PHI as required by HIPAA.
13.4 Subcontractors
Before using subcontractors with access to PHI:
13.5 Access and Amendment
Red Stapler Project will:
13.6 Accounting of Disclosures
Red Stapler Project will:
By executing this Agreement, each Party acknowledges that:
✓ They have read and understand all terms and provisions
✓ They have had opportunity to seek legal counsel
✓ They agree to be bound by all terms and conditions
✓ They have authority to bind their organization
✓ They understand the sensitive nature of information exchanged
✓ They understand the consequences of breach
✓ They agree to maintain strict confidentiality as required herein
RED STAPLER PROJECT:
By: ________________________________
Name: Renée Soileau
Title: Owner
Date: ________________________________
CLIENT:
By: ________________________________
Name: ________________________________
Title: ________________________________
Law Firm: ________________________________
Date: ________________________________
AFTER EXECUTION, BOTH PARTIES SHOULD RETAIN A FULLY EXECUTED COPY OF THIS AGREEMENT FOR THEIR RECORDS.
Questions about this Agreement should be directed to:
Renée Soileau
Email: Contact
Phone: (858) 752-1772
Red Stapler Project may disclose Client’s Confidential Information to:
□ Renée Soileau (Owner/Principal Consultant)
□ [Additional Staff Member, if any]
□ Legal Counsel (as needed)
□ Accountant (as needed)
□ [Other – specify]: ________________________________
Client may disclose Red Stapler Project’s Work Product to:
□ Client’s clients (for specific cases)
□ Co-counsel (with confidentiality agreements)
□ Retained experts (with confidentiality agreements)
□ [Other – specify]: ________________________________
Any additions to this list require written amendment to this Agreement.
Additional security measures agreed upon by the Parties:
□ Standard security measures as specified in Section 5
□ Enhanced security: ________________________________
□ Special handling: ________________________________
□ Other requirements: ________________________________
This Mutual Non-Disclosure Agreement protects both Parties and establishes clear expectations for handling sensitive information. It is designed to comply with California law, HIPAA requirements, and State Bar ethical obligations.
Serving plaintiff attorneys throughout the United States of America. Previously licensed in CA, AZ, OR, & WA.
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Professional consulting services for plaintiff attorneys.
Disclaimer: Red Stapler Project provides consulting and educational services. We do not practice law or provide legal advice. All services are designed to support attorneys in their representation of clients.