Michelle Johnson intends to disclose or has disclosed certain information (either written, verbally and/or visually, intentionally and/or unintentionally) to Party/Individual in connection with their business dealings. Michelle Johnson considers at least some of the information they will disclose or have disclosed to be Confidential and/or Trade Secret Information as that term is defined below. In consideration of Michelle Johnson's Confidential and/or Trade Secret Information and for other good and valuable consideration, the receipt and sufficiency of which Party/Individual hereby acknowledges, Party/Individual agrees to receive and/or maintain the information disclosed by Michelle Johnson subject to the terms and conditions of this Agreement. Party/ Individual acknowledges that Michelle Johnson is providing it or has provided it with information that Michelle Johnson deems to be Confidential and/or Trade Secret Information.
1. DEFINITION OF "CONFIDENTIAL AND/OR TRADE SECRET INFORMATION". As used in this Agreement, the term "Confidential and/or Trade Secret Information" means all information relating to or used in Michelle Johnson's business, including, but not limited to screenplay, story concept, ideas, financial information and projections, personnel information. Without limitation, Party/Individual acknowledges that Confidential and/or Trade Secret Information includes all formulae and/or recipes relating to the manufacture or composition of Michelle Johnson ideas or products, and or/all written materials contained in the Document/ Proposal presented to Party/Individual.
2. PROTECTION OF CONFIDENTIAL AND/OR TRADE SECRET INFORMATION. Party/Individual shall use the same care to prevent disclosure of Michelle Johnson Confidential and/or Trade Secret Information as Party/Individual uses with respect to its own Confidential and/or Trade Secret Information of a similar nature, which shall not in any case be less than the care a reasonable business person would use under similar circumstances. Without limiting the foregoing, Party/Individual shall take reasonable action by instruction, agreement or otherwise with respect to Party/Individual’s employees or other persons permitted access to Confidential and/or Trade Secret Information to cause them to comply fully with Party/Individual’s obligations hereunder with respect to the use, copying, protection, and security of the Confidential and/or Trade Secret Information. Without limitation, to the extent Party/Individual has any documents reflecting any Confidential and/or Trade Secret Information, including product formulae, recipes, test methods, development methods, and quality control procedures, such documents shall be kept in secure. Additionally, any such information that is stored on computerized media, including hard drive, CD-ROM, floppy disk, links and the like, shall be protected and secured whenever reasonably possible.
3. GENERAL. This Agreement shall be binding upon and inure to the benefit of Party/Individual and Michelle Johnson and their respective successors and lawful assigns. The laws of the State of California shall govern this Agreement. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver of any breach of any provision of this Agreement or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement. All remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available at law, in equity or otherwise.