This Non-Disclosure Agreement ("Agreement") is entered into as of the date entered below, by and between Nomad Damon Legna, a company organized under the laws of Florida in the USA ("Disclosing Party"), and the undersigned ("Receiving Party").
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" means all information, whether written, oral, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, strategies, financial information, intellectual property, ideas, concepts, scripts, designs, technologies, trade secrets, and other proprietary information related to the entertainment industry.
2. Obligations of Receiving Party
- The Receiving Party agrees to keep all Confidential Information strictly confidential and to use it solely for the purpose of evaluating or engaging in a business relationship with the Disclosing Party.
- The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
- The Receiving Party agrees to take all reasonable measures to protect the confidentiality of the Confidential Information, at least as protective as those it uses to protect its own confidential information.
- The obligations in this section shall survive termination of this Agreement.
3. Exclusions from Confidential Information
Confidential Information does not include information that:
- Is or becomes publicly available without breach of this Agreement by the Receiving Party;
- Is rightfully received from a third party without restriction and without breach of any obligation of confidentiality;
- Is entirely developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
4. Term
This Agreement shall commence on the date first entered below, and continue for a period of ten years, unless terminated earlier by written agreement of the disclosing parties.
5. Ownership of Intellectual Property
All Confidential Information and any intellectual property rights therein shall remain the sole property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any rights or licenses under any patents, copyrights, trademarks, or other intellectual property rights of the Disclosing Party.
6. No License or Warranty
The Confidential Information is provided "AS IS" without any warranty, express or implied, as to its accuracy or completeness. This Agreement does not grant any license or rights under any intellectual property except as expressly stated.
7. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party, for which monetary damages may be inadequate. The Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or equity in case of breach or threatened breach of this Agreement.
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Florida in the USA. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts located in the disclosing parties jurisdiction.
9. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior or contemporaneous understandings, agreements, negotiations, and communications, whether written or oral.
Signature
By completing this form, the Receiving Party acknowledges acceptance of the terms of this Non-Disclosure Agreement.