NON - DISCLOSURE AGREEMENT
This Non-disclosure Agreement (this "Agreement") is made effective as of date of submission (the "Effective Date"), by and between IFM Entertainment (the "Owner"), of NAPLES, FLORIDA and the submitted respondent of this form (the "Recipient").
Information, IP , footage, work materials will be disclosed to the Recipient to determine in order for the Recipient to actively work on IT HAPPENS IN FLORIDA tv series in various capacities as a sub-contractor to IFM Entertainment. The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:
1. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner concerning the business, technology and information of the Owner and any third party with which the Owner deals, including, without limitation, script and storyline, character development, casting information, concept art and design, location scouting, production schedule, budget information, crew and vendor agreements, marketing and distribution plans, special eects and technology, music and soundtrack, post-production details, partnerships and sponsorships, legal documents, test screenings, business records and plans, product ideas, contracts, copyrights and intellectual property. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
1. "Confidential Information" does not include: a. matters of public knowledge that result from disclosure by the Owner; b. information rightfully received by the Recipient from a third party without a duty of confidentiality; c. information independently developed by the Recipient; d. information disclosed by operation of law; e. information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential. f. information about unlawful activity in the workplace.
2. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
1. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.
2. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.
3. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
4. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owner.
3. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
4. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.
5. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially over any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
6. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
7. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its producers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.
8. ATTORNEY'S FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.
9. TERM. The obligations of this Agreement shall survive 5 Years from the Effective Date or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement.
10. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of California AND the State of Florida. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
