Non-Disclosure Agreement

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					NON-DISCLOSURE AGREEMENT For good and valuable consideration including, without limitation, the disclosure and/or submission by ____________________________ and related individuals and entities (collectively, “Group Name”) to the undersigned of certain information, ideas, projects, plans, projections and other business and creative information concerning the film, television, game, live performance, merchandising and licensing project, (the “Material”) for the undersigned’s review and/or consideration, the undersigned hereby represents, warrants and agrees as follows: 1. The Material has been tendered to the undersigned solely for purposes of the undersigned’s review and/or consideration thereof, and for no other purpose. 2. The undersigned acknowledges and agrees that the Material is extremely confidential and proprietary and that the unauthorized disclosure or use of same by the undersigned or third parties would cause serious and irreparable harm or damage to “Group Name”. 3. The undersigned does not have, has never had and does not claim and will not claim to have any ownership or proprietary interest in the Material, legally, equitably or otherwise. 4. The undersigned will maintain the Material and its contents in the strictest of confidence and secrecy and will hold the Material in trust as the fiduciary of “Group Name”, and under no circumstances will the undersigned (a) disclose the Material or any part thereof, whether in writing, orally or by any other means, to any person or entity or (b) reproduce in any manner all or any portion of the Material, without _________________ prior express written authorization. 5. No lien or other interest or proprietary right, legal, equitable or otherwise, in the Material shall be created in favor of the undersigned as a result of any work performed by the undersigned by concerning, relating, referring to, mentioning and/or having anything to do with the Material. Any and all work product created or performed by the undersigned concerning, relating, referring to, mentioning and/or having anything to do with the Material (“Work Product”) shall be the

sole property of “Group Name” and is deemed to be Material subject to and governed by the provisions of this Agreement. 6. This Agreement may be enforced by “Group Name” by any and all lawful means, including, without limitation, equitable and injunctive relief and all other remedies. 7. No amendment, change, modification or variation of this Agreement shall be valid without “Group Name”’s prior express written consent. 8. This Agreement constitutes the entire understanding and Agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby terminated and canceled in their entirety and are of no further force or effect. 9. This Agreement and all matters relating hereto shall be governed by the laws of the State of New York (without giving effect to the choice of law principles thereof). 10. Upon request, the Material, Work Product and all copies thereof are to be immediately returned to “Group Name”.

___________________________ ____________________________________________ Dated: Name

___________________________ ____________________________________________ Dated: Name

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