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NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is made and effective the _________
day of ___________________________, 2019 by and between Nihal Nihal Nihal Productions LLP, a company
incorporated under the provisions of the Partnership Act 1932, having its office at Gurdwara Biba Nihal Kaur ji,
Sewewala, Gumti Khurd, Faridkot, Punjab, 151202, hereinafter referred to as “Disclosing party” , (which
expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its
successors-in-interest and permitted assigns) of the First Part

AND

________________________________________________, an individual, PAN No: _____________________

residing at _________________________________________________________________________________
hereinafter referred to as “Receiving Party”, (which expression shall, unless repugnant to the context or meaning
thereof, be deemed to mean and include its successors-in-interest and permitted assigns) of the Second Part
“Disclosing party ” and “Receiving Party” are hereinafter jointly referred to as “Parties”

WHEREAS “Disclosing party” is in the business of producing an animation feature film tentatively titled
“Motherhood; The Journey of Mata Sahib Kaur” (hereinafter to be referred to as “Film”), which is subject to
change. In pursuit to the producing the Film the Disclosing party will be disclosing or divulging various
information(s) that would qualify to be as confidential information to the Receiving party.

WHEREAS The Parties intend to enter into discussions with each other regarding the clippings,
strategies/synopsis/story/storyline/narration/script/screenplay/dialogue/character/makeups/animated
character/special effects/ literary work/music compositions/lyrics/sounds etc.. It is expressly clarified herein that
nothing herein is deemed to transfer any intellectual property rights and/or any other rights of the Disclosing
Party in the said agreement to the Receiving Party.

AND WHEREAS In order to proceed with the making of the Film, the Disclosing party has agreed to
additionally provide certain Proprietary and Confidential Information concerning the Film and the receiving party
has agreed to accept such Confidential information on a strictly confidential basis and on the terms and
conditions set out below.

1. Confidential Information.

Disclosing Party proposes to disclose certain of its confidential and proprietary information (the "Confidential
Information") to Receiving Party. Confidential Information shall include but not limited to scripts, characters,
settings, locations, special effects, costuming, make-up, lighting, sound, data, materials, products, technology,
computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and
other information disclosed or submitted, orally, in writing, or by any other media, or other information and/or
data which is provided and/or obtained hereunder weather in relation to the Film and/or otherwise, whether in
pictorially, in machine readable form, orally or by observation during their interactions/discussions, in connection
with the Film or otherwise, including but not limited to, all intangible and tangible information, documents, data,
papers, statements, any business/customer information and trade secrets relating to its business practices in
connection with the Film or otherwise, and will form a part of the proprietary and confidential information
weather disclosed by the Disclosing and/or Receiving Party. Nothing herein shall require Disclosing Party to
disclose any of its information.

2. Receiving Party's Obligations.

A. Receiving Party agrees that the Confidential Information is to be considered confidential and proprietary to
Disclosing Party and Receiving Party shall hold the same in confidence, shall not use the Confidential
Information other than for the purposes of its business with Disclosing Party, and shall disclose it only to its
officers, directors, or employees with a specific need to know. Receiving Party will not disclose, publish or
NIHAL NIHAL NIHAL PRODUCTIONS LLP (AAL-5577)
India: NEAR GURDWARA SEWEWALA SAHIB | GUMTI KHURD | FARIDKOT |
PUNJAB | 151202 | INDIA | Tel: +91 7347 608508 | Tel: +91 7626 913267
UK: 3 BENTLEY CLOSE | LEICESTER | LE5 1DX | UK | Tel: +44 7939 328218
Email: Info@N3Productions.com

otherwise reveal any of the Confidential Information received from Disclosing Party to any other party whatsoever
except with the specific prior written authorization of Disclosing Party.

B. Confidential Information furnished in tangible form shall not be duplicated or reproduced in any way
(including without limitation, store in any computer or electronic system) any Confidential information or any
documents containing Confidential information without the Disclosing party’s written consent by Receiving Party
except for purposes of this Agreement. This includes any and all scripts and or script revisions, photographs, film,
animated images, character, literary work, pictorial depiction, screenplay notes, musical notes, story and such
other relevant information. The Receiving Party shall immediately upon request by the Disclosing party deliver
back to the Disclosing Party all Confidential information disclosed to the Receiving party, including all copies (if
any). At Receiving Party's option, any documents or other media developed by the Receiving Party containing
Confidential Information may be destroyed by Receiving Party. Receiving Party shall provide a written certificate
to Disclosing Party regarding destruction within ten (10) days thereafter.

C. The Receiving Party covenants and agrees that it shall have the affirmative obligation to:

(i) hold the Confidential Information in its strictest of confidence;

(ii) not use the Confidential Information for any personal gain or detrimentally to the Disclosing Party;

(iii) not to use the Confidential information to procure a commercial advantage and/or otherwise for any purpose
whatsoever other than the Purpose without the prior written approval of the Disclosing Party,

(iv) take all steps necessary to protect the Confidential Information from disclosure and to implement internal
procedures to guard against such disclosure;

(v) not disclose the fact that the Confidential Information has been made available, that discussions or
negotiations are taking place or have taken place or any of the terms, conditions or other facts with respect to the
transaction; and

(iv) not disclose or make available all or any part of the Confidential Information to any person, firm, corporation,
association, or any other entity for any reason or purpose whatsoever, directly or indirectly, unless and until such
Confidential Information becomes publicly available other than as a consequence of the breach by the Receiving
Party of his confidentiality obligations hereunder.

This Section shall survive and continue after any expiration or termination of this Agreement and shall bind
Receiving Party, its agents, representatives, successors, heirs and assigns.

3. Term.

The obligations of Receiving Party herein shall be effective 5 years from the date Disclosing Party last discloses any
Confidential Information to Receiving Party pursuant to this Agreement. Further, the obligation not to disclose
shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated
by or against Receiving Party, nor by the rejection of any agreement between Disclosing Party and Receiving Party,
by a trustee of Receiving Party in bankruptcy, or by the Receiving Party as a debtor-in-possession or the equivalent
of any of the foregoing under local law

4. Exception to Confidential Information.

A. Receiving Party shall have no obligation under this Agreement with respect to Confidential Information which
is or becomes publicly available without breach of this Agreement by Receiving Party;

(i)is rightfully received by Receiving Party without obligations of confidentiality;

NIHAL NIHAL NIHAL PRODUCTIONS LLP (AAL-5577)


India: NEAR GURDWARA SEWEWALA SAHIB | GUMTI KHURD | FARIDKOT |
PUNJAB | 151202 | INDIA | Tel: +91 7347 608508 | Tel: +91 7626 913267
UK: 3 BENTLEY CLOSE | LEICESTER | LE5 1DX | UK | Tel: +44 7939 328218
Email: Info@N3Productions.com

(ii) subsequently came to public domain through no fault of the Receiving Party;

(iii) is in the Receiving Party's possession free of any obligation of confidence at the time it was communicated to
the Receiving Party by the Disclosing Party;

(iv) is independently developed by the Receiving Party or its representatives without reference to any information
communicated to the Receiving Party by the Disclosing Party provided, however, such Confidential Information
shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to Disclosing Party
along with the asserted grounds for disclosure;

(v) is provided by Receiving Party in response to a valid order by a court or other governmental body, was
otherwise required by law; or

(vi) is approved for release by written authorization of an officer or representative of the Disclosing Party;

5. Use or Disclosure of Confidential Information

A. Receiving Party shall only use the Confidential Information for the purpose of making the Film and
shall not use the Confidential Information for its own purposes or the purposes of any other party.
B. Receiving Party shall disclose the Confidential Information received under this Agreement to any
person within its organization only if such persons have a need to know. Receiving Party shall advise
each person to whom disclosure is permitted that such information is the confidential and
proprietary property of the Disclosing Party and may not be disclosed to others or used for own
purpose.
C. The Receiving Party shall hold and keep in strictest confidence any and all Confidential Information
and shall treat the Confidential Information with at least the same degree of care and protection as
it would treat its own Confidential information.

This Section shall survive and continue after any expiration or termination of this Agreement and shall bind
Receiving Party, its employees, agents, representatives, successors, heirs and assigns.

6. Remedies

A. Receiving Party agrees that in the event of any breach or threatened breach by Receiving Party, Disclosing
Party may obtain, in addition to any other legal remedies which may be available, such equitable relief as
may be necessary to protect Disclosing Party against any such breach or threatened breach.
B. The Receiving party acknowledges that damages are not a sufficient remedy for the Disclosing Party for
any breach of any of the Receiving Party’s undertakings herein provided and the Receiving Party further
acknowledges that the Disclosing party is entitled to specific performance or injunctive relief (as
appropriate) as a remedy for any breach or threatened breach of this Agreement and/or any undertakings
hereunder by the Receiving Party, in addition to and without prejudice any other remedies available to
the Disclosing Party in law or in equity.
C. The Receiving party shall be liable for amounts representing loss of profits, loss of business or indirect,
consequential or punitive damages to the disclosing party in connection with the provision or use of
Confidential information hereunder to the extent that such provision or use is caused by and constitutes
a breach of this Agreement by the Receiving Party.

7. Indemnity

The Receiving party shall indemnify the Disclosing party fully and effectively from and against all demands,
claims, suits, losses, liabilities, damages, costs and expenses which may be made or brought against that Disclosing
Party, or which that Disclosing party may suffer or incur, as a result of or arising from any breach, or deemed
breach, by the Receiving Party of its obligations under this Non-Disclosure Agreement.

NIHAL NIHAL NIHAL PRODUCTIONS LLP (AAL-5577)


India: NEAR GURDWARA SEWEWALA SAHIB | GUMTI KHURD | FARIDKOT |
PUNJAB | 151202 | INDIA | Tel: +91 7347 608508 | Tel: +91 7626 913267
UK: 3 BENTLEY CLOSE | LEICESTER | LE5 1DX | UK | Tel: +44 7939 328218
Email: Info@N3Productions.com

This Section shall survive and continue after any expiration or termination of this Agreement and shall bind
Receiving Party, its agents, representatives, successors, heirs and assigns.

8. Relationship of Parties

Nothing contained in this Agreement shall construed as creating any relationship either employer/employee, joint
venture, principal/agent, partnership/associate or any other relationship of like nature between parties hereto or
between either party and the employees, agents and the representatives of the receiving party.

9. No Wavier

No failure or delay by either Party in exercising or enforcing any right, remedy or power hereunder shall operate as
a waiver thereof nor shall any single or partial exercise or enforcement of any right, remedy or power preclude any
further exercise or enforcement thereof or the exercise or enforcement of any other right, remedy or power.

Either party's failure to insist in any one or more instances upon strict performance by the other party of any of
the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform
or delay in performance of any term hereof.

10. No Assignment of Intellectual property

The Receiving Party does not acquire any intellectual property rights under this Agreement or through any
disclosure hereunder, except the limited right to use such Confidential Information in accordance with the
Purpose under this Agreement and subject to the terms and conditions in this agreement. Receiving Party shall
not modify or erase the logos, trademarks etc that Disclosing Party or any third-party present on the Confidential
Information. Neither party shall use or display the logos, trademarks etc., of the other party in any advertisement,
press etc. and/or otherwise, without the prior written consent of the other party.

This Section shall survive and continue after any expiration or termination of this Agreement and shall bind
Receiving Party, its employees, agents, representatives, successors, heirs and assigns.

11. No License.

Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any
Confidential Information. It is understood and agreed that neither party solicits any change in the organization,
business practice, service or products of the other party, and that the disclosure of Confidential Information shall
not be construed as evidencing any intent by a party to purchase any products or services of the other party.
Confidential Information may pertain to prospective or unannounced Films. Receiving Party agrees not to use any
Confidential Information as a basis upon which to develop or have a third party develop a competing or similar
Film.

12. No Publicity.

Receiving Party agrees not to disclose its participation in this undertaking, the existence or terms and conditions
of the Agreement, or the fact that discussions are being held with Disclosing Party.

13. Third Party Clause

Nothing in this Agreement shall preclude either party from engaging in discussions with any third party regarding
the Film, provided that the terms of this Agreement are strictly complied with during such discussions.

NIHAL NIHAL NIHAL PRODUCTIONS LLP (AAL-5577)


India: NEAR GURDWARA SEWEWALA SAHIB | GUMTI KHURD | FARIDKOT |
PUNJAB | 151202 | INDIA | Tel: +91 7347 608508 | Tel: +91 7626 913267
UK: 3 BENTLEY CLOSE | LEICESTER | LE5 1DX | UK | Tel: +44 7939 328218
Email: Info@N3Productions.com

14. Binding

This Agreement is valid and binding on the parent and/or holding and/or subsidiary(s) and/or associate(s)
and/or affiliate and/or related companies and/or entities, directors, agents, servants, successors-in-title and/or
corporation controlling the Party and/ or corporation controlled by the Party and permitted assigns of the
respective Parties.

15. Jurisdiction and Governing Laws

All the disputes hereby arising out breach of this agreement shall be decided by the Courts in Mumbai Only.
This agreement shall, in all respects, be governed by and construed in all respects in accordance with the laws of
India. The Parties agree to submit to the exclusive jurisdiction of the courts in Mumbai in connection with any
dispute arising out of or in connection with this agreement.

16. Arbitration

Any and all disputes and differences that may arise between the Parties, pursuant to the terms of this agreement in
connection with the validity, interpretation, implementation or alleged material breach of any provision of this
Agreement both Parties hereto shall endeavour to settle such dispute amicably in accordance with the Arbitration
and Conciliation Act, 1996. The venue of the Arbitration shall be Mumbai. The Arbitration proceedings shall be
conducted in English.

17. Final Agreement.

This agreement supersedes all prior discussions and writings with respect to the subject matter hereof and
constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or
modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly
authorized representative of each Party.

18. No Assignment.
Receiving Party may not assign this Agreement or any interest herein without Disclosing Party's express prior
written consent.

19. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this
Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.

20. Survival

All obligations respecting the Confidential information already provided hereunder shall survive in perpetuity
after the date that the specific Confidential information was first disclosed.

21. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the
appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery
services.

If to Disclosing Party:
Nihal Nihal Nihal Productions LLP
Gurdwara Biba Nihal Kaur ji,
Sewewala,
NIHAL NIHAL NIHAL PRODUCTIONS LLP (AAL-5577)
India: NEAR GURDWARA SEWEWALA SAHIB | GUMTI KHURD | FARIDKOT |
PUNJAB | 151202 | INDIA | Tel: +91 7347 608508 | Tel: +91 7626 913267
UK: 3 BENTLEY CLOSE | LEICESTER | LE5 1DX | UK | Tel: +44 7939 328218
Email: Info@N3Productions.com

Gumti Khurd,
Faridkot,
Punjab,
151202

If to Receiving Party:
Receiving Party's Name & Address

22. Headings.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or
intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SIGNED AND DELIVERED BY THE WITHINNAMED SIGNED AND DELIVERED BY THE WITHINNAMED

Nihal Nihal Nihal Productions LLP

BY THE HAND OF its Director,

Dr. Karandeep Singh Name: _____________________________

Signature: ___________________________ Signature: ___________________________

IN THE PRESENCE OF WITNESS: IN THE PRESENCE OF WITNESS:

Name: ______________________________ Name: ______________________________

Address: ____________________________ Address: ____________________________

___________________________________ ___________________________________

___________________________________ ___________________________________

Signature: ___________________________ Signature: ___________________________

NIHAL NIHAL NIHAL PRODUCTIONS LLP (AAL-5577)


India: NEAR GURDWARA SEWEWALA SAHIB | GUMTI KHURD | FARIDKOT |
PUNJAB | 151202 | INDIA | Tel: +91 7347 608508 | Tel: +91 7626 913267
UK: 3 BENTLEY CLOSE | LEICESTER | LE5 1DX | UK | Tel: +44 7939 328218
Email: Info@N3Productions.com

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