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Non-Disclosure Agreement Between Owner of a Script and Production Company

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Non-Disclosure Agreement Between Owner of a Script and Production Company Powered By Docstoc
					This is an agreement whereby the owner of a script agrees to keep confidential the
proprietary information they learn about a production company. During the course of
discussions for the production of a project, the owner may be exposed to the production
company’s confidential information. This agreement establishes that confidential
information the owner learns during discussions will remain confidential and will not be
disclosed to the public. This document should be used by production companies that
want to keep certain proprietary information confidential.
                                 Non-Disclosure Agreement
THIS AGREEMENT made effective this _______________ day of ___________________,
20_______.

BETWEEN:

____________[Name]________________

_____________[Address]_____________

__________________________________ (the “Owner”)

AND


____________[Name]________________

_____________[Address]_____________

__________________________________ (the “Company”)


WHEREAS, the Company is producing a film tentatively entitled _______________
_________________________ (the “Project”);

WHEREAS the Company and the Owner desire to engage in discussions with the Owner to
develop, produce and complete the Project;

AND WHEREAS in the course of discussions, Owner may have access to the Company’s
proprietary or confidential information;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the
parties agree as follows:

1. Confidential Information shall mean and include any confidential, secret or proprietary
information of whatever nature in whatever form relating to the Project disclosed by the
Company whether written, electronic or oral, that relates or refers directly or indirectly, to the
Project including the script, procedures, business or marketing plans, methods and practices, any
other idea and information not generally known to the public.

2. Confidential Information shall not include any information which the Owner can prove by
written documentation is:

        i. in the Owner’s possession prior to disclosure by the Company hereunder;


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        ii. rightfully received from a third party and not delivered directly or indirectly from any
            breach of a confidentiality obligation by such third party;

        iii. independently developed by the Owner without reliance on any Confidential
             Information; or

        iv. disclosed after receipt by the Owner of written permission from Company to disclose.

3. Except as required by law, the Owner shall not, without the prior written consent of Company,
disclose to any person the fact that the Confidential Information has been made available, that
the parties have entered into this Agreement, that discussions or negotiations are taking place or
have taken place concerning a possible arrangement between Company and the Owner.

4. The Owner shall treat all Confidential Information as being strictly private and confidential
and shall take all steps necessary to prevent it from being disclosed or made public to any third
party, by any means, into the possession of any third party.

5. The Owner hereby acknowledges and agrees that the Confidential Information is the sole and
exclusive property of the Company and any unauthorized use or disclosure of the same may
cause irreparable harm to Company. The Owner shall receive, use and consider the Confidential
Information solely and exclusively for the purpose of evaluating an arrangement and performing
services for Company with respect to the arrangement. Except to the extent the Owner has prior
written consent from Company, the Owner shall not use the Confidential Information for its own
benefit, nor duplicate in any manner or disclose to any third party the Confidential Information
or any part thereof other than to the Owner’s agents and representatives having a need to know
the Confidential Information. In any instance if the Owner discloses the Confidential Information
to its agents and representatives, the Owner shall inform such persons of the confidential nature
of the Confidential Information and of the terms of this Agreement. The Owner shall be held
responsible for any unauthorized use or disclosure of any Confidential Information.

6. Within five (5) days after either of the parties has notified the other in writing that it no longer
wishes to discuss a possible arrangement, the Owner shall (i) return to Company all of the
Confidential Information including any copies thereof and (ii) certify in writing to Company that
it has destroyed all analyses, compilations, studies, reports or other documents prepared by the
Owner which include the Confidential Information.

7. The Owner acknowledges that remedies at law may be inadequate to protect against breach of
this Agreement, and hereby agrees that Company, in addition to all other remedies, shall be
entitled to injunctive relief and specific performance. Owner hereby affirmatively waives the
requirement that Company post any bond, demonstrate any likelihood of irreparable damage to
Company or demonstrate that any actual damages will be suffered by Company in the event of a
breach or threatened breach of this Agreement by Owner. Company’s rights and remedies under
this Agreement are cumulative and in addition to any other rights and remedies that Company
may have at law or in equity.

8. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason,
the remaining provisions shall continue to be valid and enforceable.



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9. This Agreement shall be governed by and construed in accordance with the laws of the state of
____________________.

10. This Agreement contains the entire agreement concerning the Owner’s use and confidential
treatment of the Information. No modification of this Agreement will be binding upon either
party unless it is approved in writing by both parties.

11. All notices hereunder shall be in writing and shall be deemed to have been given when
delivered by hand, mailed by first class registered or certified mail, postage prepaid and return
receipt requested, or delivered by overnight courier addressed as set forth on the introductory
paragraph above.

12. This Agreement shall be binding upon the Company and all of its subsidiaries, affiliates,
directors, officers, employees, servants, agents or professional advisers of such persons


IN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first
written above.

COMPANY: __________________________________

__________________________________
Name

REPRESENTATIVE: ____________________________

__________________________________
Name




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DOCUMENT INFO
Description: This is an agreement whereby the owner of a script agrees to keep confidential the proprietary information they learn about a production company. During the course of discussions for the production of a project, the owner may be exposed to the production company’s confidential information. This agreement establishes that confidential information the owner learns during discussions will remain confidential and will not be disclosed to the public. This document should be used by production companies that want to keep certain proprietary information confidential.
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