This Agreement ("Agreement") is entered into as of [Enter Date Below] (the "Effective Date") by and between crowdMGMT. LLC. on the one hand, and any of crowdMGMT. LLC's members, affiliates, subsidiaries, related parties, entities, successors, designees, licensees, employees, agents and/or representatives, having an address at 84 N. Summit Street, Southington, Connecticut 06489. Attention: EJ Jamele (collectively. "Company") and [Enter Entity / Artist Name Below] on the other hand, and any of their members, officers, directors, affiliates, subsidiaries, related parties, entities, successors, licensees, designees. representatives, employees, agents and representatives having an address at [Enter Address Below] Attention:(collectively, "Your Company" Company and Your Company are hereinafter referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, in furtherance of a mutual business opportunity, Company desires to discuss a possible business relationship (the "Relationship") with Your Company; WHEREAS, in anticipation of such discussions, the Parties recognize the need to provide Confidential Information (as defined below) to each other and to protect their respective rights. A Party disclosing such Confidential Information hereunder shall be referred to as the "Disclosing Party", and the Party receiving such Confidential Information hereunder shall be referred to herein as the "Receiving Party". NOW, THEREFORE, in consideration of the opportunity to receive Confidential Information, the Parties agree as follows:
1.TERM. This Agreement will apply only to disclosures made within two (2) years of the Effective Date of this Agreement. unless otherwise extended by the mutual agreement of the Parties. However, the obligations hereunder with respect to any disclosure made within that period will continue in perpetuity or until any such disclosure is no longer deemed Confidential Information (as defined in paragraph 2(a) below) pursuant to paragraph 2(c) below. Either Party may terminate this Agreement earlier by giving the other Party ten (10) days prior written notice but in no event less than three (3) months following the Effective Date.
(a)"Confidential Information" means any and all technical. non-technical and commercial information or material in any form or media, regardless of whether marked as confidential, related to Disclosing Party's business and its current, future and proposed products and services, including. but not limited to, documentation storyboards, manuscripts, layouts, designs, appearances, illustrations, prototypes, product descriptions, product roadmaps, ideas, concepts, discoveries, inventions, specifications, processes. programs, plans, drawings, models, requirements, standards, financial and non-financial data and information, marketing materials, market strategies, samples of products, research, development, trade secrets, know-how. customer lists, business forecasts, sales information, marketing plans and business plans and information about customer(s) or vendors, prices, as well as any and all intellectual and industrial property rights contained therein and/or in relation thereto; and any information that Disclosing Party may disclose to Receiving Party and which Disclosing Party has received from others that Receiving Party is obligated to treat as confidential. Confidential information may be written or oral, expressed in electronic media or otherwise disclosed and may be tangible or intangible. (b)Confidential Information will include all information furnished by or on behalf of a Disclosing Party to the Receiving Party, whether furnished before or after the Effective Date of this Agreement and regardless of the manner in which it is furnished, and all analyses, compilations, reproductions, copies, summaries, studies or other documents or records prepared by the Receiving Party or the Receiving Party's Representatives to the extent such analyses, compilations, reproductions, copies, summaries, studies, or other documents or records contain, otherwise reflect. or are generated from. such Confidential Information.
(c)The term "Confidential Information" does not include information that (i) is or becomes generally available to the public other than as a result of the breach of this Agreement by the Receiving Party. (ii) is or has been independently acquired or developed by the Receiving Party or the Receiving Party's "Representatives" (as defined in paragraph 3(a) below) without violating any of the Receiving Party's obligations under this Agreement, (iii) is disclosed to the Receiving Party by a third party not in violation of any obligation owed to the Disclosing Party, (iv) is previously known to the Receiving Party other than as a result of a breach of confidentiality by Receiving Party or a third party. The Receiving Party shall bear the burden of proof with respect to establishing that any Confidential Information falls within such exceptions. (d)The Disclosing Party has and will retain all right, title and interest in and to Confidential Information, and no license or right of any kind or nature in or to Confidential Information is granted to the Receiving Party by this Agreement.