Non Disclosure Agreement

This document is also known as a confidentiality agreement. It is used usually in a business setting where there is a sharing of ideas and proprietary information. In the document, both parties agree to not disclose any confidential information to any third party. These agreements can be mutual, or can protect a single party.

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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 Companys 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:
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i. in the Owners possession prior to disclosure by the Company hereunder; 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 Owners 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. Companys rights and remedies
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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. 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 Owners 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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