non-disclosure
agreement
By agreeing to this NDA you accept responsibly for keeping the contents confidential, and adhering to all the terms listed below.
non disclosure agreement
This Non-Disclosure Agreement (“Agreement”) is made as of Month Day Year between FOB BLACK LLC (“Company”) whose mailing address is 101 Washington Ave. Ste.B-148 Grand Haven, MI 49417 U.S.A., and First Name Last Name (“You”).
For purposes of this Agreement, Company and/or You may collectively be referred to as the “Parties”.
Recitals
A. WHEREAS Company, for the mutual benefit of the Parties, wishes to disclose or already has disclosed to You certain confidential information related to the films and/or series currently known as Sons of Fallujah (“Project(s)”); and
B. WHEREAS all confidential information disclosed will be subject to the terms and conditions of this Agreement.
Provisions
In consideration of the mutual promises in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.1. You acknowledge that in the performance of this Agreement, You may be exposed to certain “Confidential Information”. Confidential Information. Means written (in any media),graphic or pictorial non-public information that Company designates as being confidential(including the terms of this Agreement, except to the extent necessary in order to fulfill my obligations hereunder), or any other information, whether written, oral or observed, which under the given circumstances would reasonably be deemed by someone in Company’s position to be confidential. Confidential Information. Includes, without limitation or further written designation, any information of any nature whatsoever relating to:
(a) the Project, and any other film treatments, proposals or screenplays, and financial, personnel or other business information associated with Company; and
(b) any information Company has received from others that Company is obligated to keep confidential. Confidential Materials will mean all materials in any medium containing Confidential Information, including without limitation, written or printed documents, reports or correspondence, photographs, film/video and audio recordings, slides, negatives, and computer disks or tapes.
2.1. You must keep the Confidential Information confidential, and must not disclose any of the Confidential Information in any manner whatsoever except as authorized by written consent of Company or as permitted by this Agreement.
2.2. You must not use any Confidential Information or Confidential Materials, except in connection with the Purpose of this Agreement, or disclose any Confidential Information or Confidential Materials to any third party, except, when approved by Company, to employees/consultants so empowered by a Nondisclosure Agreement (in a form Pre-approved by Company) and only on a need-to-know basis. You must not seek, encourage or cooperate with any publicity or media coverage related to Company without first obtaining Company’s prior written consent. You must not make any duplicate copies of any Confidential Information or Confidential Materials, except as expressly permitted by Company.
2.3. You will return all originals, copies, reproductions, and summaries of Confidential Information or Confidential Materials at Company’s request or upon the completion of any work for Company, or at Company’s option, You will certify destruction of the same.
2.4. All Confidential Information and Confidential Materials are and will remain the property of Company. By disclosing information to You, Company does not grant any express or implied right to You to any such Confidential Information and/or Confidential Materials. In performing any services for Company, You agree that You will not use Confidential Information of third parties. You further agree to immediately notify Company of any breach of this Agreement by any person or entity.
2.5. You acknowledge that your obligations under this Agreement with regard to the Confidential Information remain in effect for 3 years after the disclosure of such information, or until the Confidential Information has become public knowledge through no fault of your own. These obligations do not apply if and to the extent that You can establish that:
(i) the information communicated was already known to You, without obligation to keep it confidential, at the time of receipt from Company;
(ii) the information communicated to You was independently developed by You without use or reference to any Confidential Information;
(iii) the information communicated was received by You in good faith from a third party lawfully in possession of the information and having no obligation of confidentiality;
(iv) the information communicated was publicly known at the time of its receipt or has be come publicly known other than by a breach of this Agreement or other action by You; or
(v) the disclosure is made in response to a valid order of a court or authorized agency of government, provided that ten days notice is given to Company so a protective order, if appropriate, may be sought.
No license under any trademark, patent, copyright, mask work protection right, or any other intellectual property right, is granted or implied by the disclosure of any Confidential Information. This Agreement does not enlarge, diminish or affect the rights and obligations that either Party may have under any other written agreement, or with respect to any patent or copyright. This Agreement does not in any way bind a Party to make any disclosure or to enter into any business relationship of any type with the other Party.
You acknowledge that the remedies at law for breach of any covenant contained in this Agreement may be inadequate, and that the other Party shall be entitled to injunctive or equitable relief for any breach of this Agreement. Nothing contained herein should be construed as limiting either Party’s right to any other remedies at law, including the recovery of damages for breach of this Agreement.
5.1. Entire Agreement. This Agreement is the Parties. entire understanding with respect to its subject matter and supersedes all prior inconsistent understanding and no other written or oral representations, promises, agreements or understandings pertaining to the subject matter of this Agreement will be of any force or effect.
5.2. Assignment. This Agreement will inure to the benefit of Company and its successors and assigns. You will not assign or transfer its rights or duties under this Agreement without Company’s consent, which may not be unreasonably withheld. Any of You working under this Agreement will enter into written agreements binding them to comply with the terms of this Agreement.
5.3. Severability. This Agreement will be interpreted in a way that is consistent with law. If it is not possible to interpret a provision in a way that is consistent with law, such provision will be deemed severed, and the remainder will remain in full force and effect.
5.4. Waiver. No waiver of any provision of this Agreement will be effective unless it is in a signed writing, and no such waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion.
5.5. Survival. The terms of Sections 1 and 2 will remain in effect after the termination of this Agreement.
5.6. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States as such laws apply to contracts performed within those countries and their residents.
5.7. Disputes. The courts located in the United States, will have jurisdiction to adjudicate disputes arising under, in connection with, or incident to this Agreement or concerning its interpretation, and Parties irrevocably consent to the exercise of jurisdiction by said courts.
5.8. Attorney’s Fees. In any action to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including attorney’s fees.