• MUTUAL NON-DISCLOSURE, CONFIDENTIALITY ANDNON-CIRCUMVENTION AGREEMENT

  • This Mutual Non-Disclosure, Confidentiality and Non-Circumvention Agreement (the "Agreement") is entered into as of ______ (the "Effective Date") by and between crowdMGMT LLC and crowd Productions LLC, having an address at 84 North Summit Street, Southington CT, 06489, Attention: EJ Jamele, on behalf of themselves and the Company Parties defined below (collectively, "Company"), and ________, having an address at _______
    Attention: __________ on behalf of itself and the Counterparty Parties defined below (collectively, "Counterparty").

  • Company and Counterparty may each be referred to as a "Party" and collectively as the "Parties." When a Party discloses Confidential Information, it is the "Disclosing Party." When a Party receives Confidential Information, it is the "Receiving Party."

  • 1. PROTECTED PARTIES.

  • 1.1 "Company Parties" means crowdMGMT LLC, crowd Productions LLC, EJ Jamele, and each of their current and future parents, subsidiaries, affiliates, commonly owned or commonly controlled entities, related entities, successors, assigns, brands, trade names, divisions, projects, ventures, clients, customers, talent, artists, brand partners, production partners, sponsors, vendors, contractors, consultants, employees, officers, members, managers, agents, representatives, attorneys, accountants, advisors, investors, lenders, insurers, and any other person or entity owned, managed, controlled, operated, represented, developed, acquired, or formed by or in connection with EJ Jamele, crowdMGMT LLC, or crowd Productions LLC, whether now existing or later created.

  • 1.2 "Counterparty Parties" means Counterparty and each of Counterparty's current and future parents, subsidiaries, affiliates, commonly owned or commonly controlled entities, related entities, successors, assigns, members, managers, officers, directors, shareholders, employees, contractors, consultants, agents, representatives, attorneys, accountants, advisors, investors, lenders, insurers, vendors, clients, customers, and other persons or entities acting on Counterparty's behalf.

  • 1.3 The Company Parties and Counterparty Parties are intended third-party beneficiaries of this Agreement and may enforce this Agreement to the extent their Confidential Information, relationships, rights, or interests are affected.

  • 2. PURPOSE.

  • The Parties may exchange or receive Confidential Information in connection with evaluating, discussing, negotiating, performing, producing, managing, promoting, financing, sponsoring, consulting on, partnering on, staffing, supporting, or otherwise participating in one or more actual or potential business relationships, productions, events, campaigns, talent matters, brand matters, client matters, sponsorships, partnerships, creative projects, vendor relationships, contractor relationships, employment relationships, investments, acquisitions, or other business dealings involving either Party or any protected party under this Agreement, whether now known or later developed (the "Purpose").

  • This Agreement is intended to protect current and future business activities, including any current or future company, client, project, production, brand, talent, trade name, campaign, event, sponsor, partner, vendor, rebrand, new entity, acquired entity, or business line connected to either Party. No additional NDA shall be required solely because a Party later changes, adds, acquires, forms, renames, expands, rebrands, restructures, or operates under a different business name, trade name, project name, or entity name.
  • 3. CONFIDENTIAL INFORMATION.

  • 3.1 "Confidential Information" means any non-public information disclosed, made available, observed, accessed, learned, discussed, transmitted, or otherwise obtained by the Receiving Party or its related parties, whether before, on, or after the Effective Date, whether directly or indirectly, whether orally, visually, electronically, physically, in writing, by demonstration, through access, through observation, or by any other means, and whether or not marked or identified as confidential.
  • 3.2 Confidential Information includes, without limitation:
  • (a) business plans, strategies, ideas, concepts, proposals, pitch materials, decks, presentations, scripts, treatments, formats, creative direction, campaign concepts, production concepts, event concepts, experiential concepts, marketing materials, sales materials, pricing, rate cards, budgets, estimates, forecasts, financial data, revenue information, cost data, deal terms, contracts, negotiations, opportunities, and pipeline information;
  • (b) client lists, customer lists, talent lists, artist lists, vendor lists, sponsor lists, production partner lists, investor lists, employee lists, contractor lists, contact information, relationship history, referral sources, introductions, meeting notes, account information, and non-public details about any business relationship;
  • (c) information concerning clients, customers, talent, artists, brands, vendors, contractors, employees, sponsors, partners, productions, events, campaigns, agencies, networks, platforms, investors, lenders, or other business relationships of the Disclosing Party or its protected parties;
  • (d) production information, including call sheets, schedules, locations, floor plans, security details, talent details, glam details, wardrobe details, creative briefs, shot lists, run of show, scripts, treatments, storyboards, unreleased content, footage, photography, behind-the-scenes materials, production budgets, staffing plans, crew information, vendor information, permits, credentials, access details, and any other non-public production materials;
  • (e) operating procedures, workflows, methods, systems, know-how, trade secrets, proprietary processes, data, research, reports, analytics, logins, passwords, access credentials, platform information, digital content, social media information, website information, and account information;
  • (f) names, proposed names, trade names, marks, logos, visual identities, designs, brand concepts, color palettes, intellectual property, copyrights, trademarks, trade dress, inventions, discoveries, products, services, service offerings, roadmaps, and future business plans; and
  • (g) all notes, analyses, compilations, summaries, copies, extracts, reproductions, recordings, files, documents, or materials prepared by or for the Receiving Party that contain, reflect, refer to, are based upon, or are derived from Confidential Information.
  • 3.3 Confidential Information does not include information that the Receiving Party can prove by competent written records:
  • (a) is or becomes generally available to the public through no breach of this Agreement or wrongful act by the Receiving Party or its related parties;
  • (b) was lawfully known by the Receiving Party before disclosure by the Disclosing Party, without any confidentiality obligation;
  • (c) is lawfully received by the Receiving Party from a third party who is not, to the Receiving Party's knowledge, in breach of any obligation to the Disclosing Party; or
  • (d) is independently developed by the Receiving Party without use of, reference to, reliance upon, or benefit from the Disclosing Party's Confidential Information.
  • The Receiving Party bears the burden of proving that any Confidential Information falls within an exclusion above.
  • 4. NON-DISCLOSURE AND LIMITED USE.

  • 4.1 The Receiving Party shall keep all Confidential Information strictly confidential and shall not disclose, publish, distribute, transmit, reveal, use, copy, reproduce, exploit, misappropriate, commercialize, or otherwise make available any Confidential Information, directly or indirectly, except as expressly permitted by this Agreement.
  • 4.2 The Receiving Party may use Confidential Information solely for the Purpose and for no other purpose without the Disclosing Party's prior written consent.
  • 4.3 The Receiving Party may disclose Confidential Information only to those of its employees, contractors, consultants, attorneys, accountants, advisors, agents, representatives, or other related parties who have a legitimate need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
  • 4.4 The Receiving Party shall be responsible for any breach of this Agreement by any person or entity to whom it discloses Confidential Information.

  • 4.5 The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own most sensitive confidential information, and in no event less than reasonable care.

  • 4.6 The Receiving Party shall not disclose the existence, status, terms, conditions, discussions, negotiations, or subject matter of any potential or actual relationship, transaction, project, production, campaign, client matter, talent matter, sponsorship, partnership, or agreement involving the Disclosing Party without the Disclosing Party's prior written consent, unless required by law and subject to Section 8.

  • 5. NON-CIRCUMVENTION AND NON-INTERFERENCE.

  • 5.1 Each Party acknowledges that the other Party and its protected parties have invested
    substantial time, resources, goodwill, reputation, creativity, strategy, and relationship capital in
    developing their clients, customers, talent, artists, brands, sponsors, vendors, contractors,
    production partners, investors, opportunities, and other business relationships.
  • 5.2 The Receiving Party shall not, directly or indirectly, without the Disclosing Party's prior
    written consent, use Confidential Information or any introduction, opportunity, relationship,
    contact, referral, strategy, or business information provided, identified, introduced, discussed,
    made available, or revealed by or through the Disclosing Party to:
  • (a) bypass, avoid, circumvent, exclude, or interfere with the Disclosing Party or its protected
    parties;
  • (b) solicit, contact, contract with, engage, hire, employ, retain, partner with, invest in, provide
    services to, receive services from, or otherwise pursue any client, customer, talent, artist, brand,
    sponsor, vendor, contractor, production partner, investor, employee, consultant, referral source,
    or other relationship or opportunity introduced, disclosed, or identified by the Disclosing Party;
  • (c) divert or attempt to divert any business, opportunity, revenue, client, customer, talent, artist,
    brand, sponsor, vendor, contractor, production partner, investor, employee, consultant, referral
    source, or other relationship away from the Disclosing Party; or
  • (d) use the Disclosing Party's confidential relationship history, pricing, deal terms, strategy,
    creative concepts, business model, opportunity pipeline, contact information, or non-public
    information for the Receiving Party's own benefit or for the benefit of any third party.
  • 5.3 This Section applies during the term of this Agreement and for three (3) years after the later
    of: (a) the last disclosure of Confidential Information; (b) the last meeting, communication,
    introduction, or discussion involving the relevant relationship or opportunity; or (c) the end of the
    applicable business relationship between the Parties.
  • 5.4 This Section does not prohibit a Party from engaging in lawful business with a person or entity that the Party can prove, through competent written records, was already known to it before any disclosure, introduction, or communication by the other Party, provided the Party does not use Confidential Information and does not interfere with the other Party's relationship or opportunity.
  • 6. FREEDOM TO OPERATE.

  • 6.1 Nothing in this Agreement shall restrict, limit, or prevent either Party or its protected parties from continuing to own, operate, manage, represent, acquire, sell, finance, invest in, rebrand, rename, restructure, expand, market, promote, produce, consult for, develop, or participate in any current or future business, client relationship, talent relationship, brand relationship, production, event, sponsorship, campaign, partnership, service offering, project, or opportunity.
  • 6.2 Nothing in this Agreement shall restrict either Party from using general knowledge, skills, experience, industry knowledge, ideas, concepts, contacts, relationships, know-how, business judgment, professional expertise, or independently developed information, provided the Party does not use or disclose the other Party's Confidential Information in violation of this Agreement.
  • 6.3 The Parties acknowledge that their current or future businesses, projects, clients, services, concepts, relationships, or opportunities may be similar to, competitive with, adjacent to, or overlapping with one another. Such activities shall not, by themselves, constitute a breach of this Agreement.
  • 6.4 Neither Party is obligated to disclose any rebrand, name change, restructuring, acquisition, expansion, trade name, new entity, new service line, new client relationship, new vendor relationship, new talent relationship, new production, or future business activity for this Agreement to remain effective.
  • 7. OWNERSHIP; NO LICENSE; NO OBLIGATION.

  • 7.1 All Confidential Information remains the sole and exclusive property of the Disclosing Party or the protected party from whom the information originated.
  • 7.2 No license, assignment, transfer, ownership interest, right, title, or interest in or to any Confidential Information, intellectual property, trade secret, business opportunity, relationship, contract, name, mark, design, brand, concept, copyright, trademark, trade dress, customer list, vendor list, client list, talent list, data, or other asset is granted by this Agreement, whether by implication, estoppel, or otherwise.
  • 7.3 Nothing in this Agreement requires either Party to proceed with any transaction, relationship, employment, contractor relationship, partnership, sponsorship, production, event, campaign, project, or other business dealing.
  • 7.4 This Agreement does not assign ownership of work product, creative materials, footage, photography, deliverables, intellectual property, or other materials. Any such ownership, license,
  • usage, payment, credit, release, employment, contractor, or work-for-hire terms must be set forth in a separate written agreement signed by the applicable parties.
  • 8. REQUIRED DISCLOSURE.

  • 8.1 If the Receiving Party is required by subpoena, court order, governmental demand, regulatory request, civil investigative demand, or other legal process to disclose Confidential Information, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party in writing before making any disclosure so the Disclosing Party may seek a protective order, confidential treatment, sealing, or other appropriate remedy.
  • 8.2 The Receiving Party shall disclose only the portion of Confidential Information that its legal counsel advises in writing is legally required to be disclosed and shall use reasonable efforts to obtain confidential treatment for any Confidential Information disclosed.
  • 9. RETURN OR DESTRUCTION.

  • 9.1 Upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information, including copies, summaries, extracts, notes, analyses, files, records, and materials containing or derived from Confidential Information.
  • 9.2 Upon written request, the Receiving Party shall certify in writing that such Confidential Information has been returned or destroyed.
  • 9.3 The Receiving Party may retain one archival copy solely to the extent required by law, court order, regulatory requirement, legal compliance obligation, or bona fide document retention policy, provided such retained copy remains subject to this Agreement and is not used for any business purpose.
  • 10. DATA SECURITY

  • The Receiving Party shall maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, disclosure, loss, theft, destruction, alteration, or compromise. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized access, disclosure, loss, theft, breach, or suspected breach involving Confidential Information and shall reasonably cooperate in investigating, mitigating, and remediating the same.
  • 11. REMEDIES

  • 11.1 Each Party acknowledges that any breach or threatened breach of this Agreement may cause immediate, irreparable, and continuing harm for which monetary damages may be inadequate.
  • 11.2 In the event of an actual, threatened, or suspected breach, the non-breaching Party and its protected parties shall be entitled to seek injunctive relief, specific performance, protective
  • orders, equitable relief, damages, disgorgement, and all other remedies available at law or in equity, without the necessity of proving actual damages or posting bond to the fullest extent permitted by law.
  • 11.3 The breaching Party shall hold in trust and promptly pay over any monies, profits, fees, commissions, compensation, business opportunities, benefits, or other value received in connection with any unauthorized use, disclosure, misappropriation, or circumvention involving Confidential Information or any protected relationship or opportunity.
  • 11.4 If any Party brings an action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, and expenses, in addition to any other remedies available.
  • 12. TERM.

  • 12.1 This Agreement has no automatic expiration and shall remain in effect unless replaced by a subsequent written agreement signed by the Parties.
  • 12.2 This Agreement applies to all Confidential Information disclosed, made available, observed, accessed, learned, discussed, transmitted, or obtained before, on, or after the Effective Date, including in connection with future discussions, opportunities, projects, productions, campaigns, clients, talent, sponsors, vendors, trade names, brands, rebrands, entities, and business relationships involving either Party.
  • 12.3 The confidentiality, non-use, ownership, return/destruction, non-circumvention, non-interference, remedies, governing law, venue, and other protective obligations of this Agreement shall survive indefinitely, or for the maximum period permitted by applicable law, regardless of whether the Parties proceed with any relationship or transaction.
  • 13. NO PUBLICITY: NO RECORDING.

  • 13.1 Neither Party shall use or disclose the other Party's name, image, likeness, logo, trademark, trade name, brand, client name, customer name, talent name, sponsor name, production name, project name, or other identifying information in any press release, marketing material, social media post, website, portfolio, credential, pitch, proposal, public statement, or other communication without the other Party's prior written consent.
  • 13.2 Unless expressly authorized in writing, the Receiving Party shall not photograph, film, record, livestream, post, publish, or otherwise capture or share any non-public production, event, meeting, call, backstage area, set, location, client, customer, talent, sponsor, vendor, document, screen, credential, or Confidential Information.
  • 14. DEFEND TRADE SECRETS ACT NOTICE.

  • Notwithstanding anything to the contrary in this Agreement, an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.

  • 15. NOTICES,

  • All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, recognized overnight courier, certified mail, return receipt requested, or email with confirmation of transmission to the addresses set forth above or to another address designated in writing.
  • Notices to Company shall be sent to:
  • crowdMGMT LLC / crowd Productions LLC
  • Address: 84 North Summit Street, Southington CT, 06489
  • Attention: EJ Jamele
  • Email: EJ@crowdMGMT.com
  • 16. GOVERNING LAW; VENUE.

  • This Agreement and any dispute, claim, controversy, or proceeding arising out of or relating to this Agreement, the Parties' relationship, the Purpose, Confidential Information, or any alleged breach of this Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflict-of-law principles.
  • Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Connecticut. The Parties consent to personal jurisdiction and venue in such courts.
  • 17. CONFIDENTIAL COURT FILINGS.

  • The Parties acknowledge that public filing of Confidential Information may defeat the purpose of this Agreement. In any dispute involving Confidential Information, the Parties shall reasonably cooperate to seek appropriate protective orders, confidential treatment, sealing orders, redactions, in camera review, or other procedures designed to prevent unnecessary public disclosure of Confidential Information. Nothing in this Agreement guarantees that a court will seal any filing or proceeding.
  • 18. MISCELLANEOUS.

  • 18.1 This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, discussions, understandings, representations, and communications, whether oral or written, concerning such subject matter.
  • 18.2 This Agreement may not be modified, amended, waived, terminated, or discharged except in a writing signed by authorized representatives of both Parties.
  • 18.3 No waiver of any breach or provision shall be deemed a waiver of any other breach or provision or a continuing waiver.
  • 18.4 If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. To the fullest extent permitted by law, any invalid, illegal, or unenforceable provision shall be modified and enforced to the maximum extent necessary to effectuate the Parties' intent.
  • 18.5 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, assigns, heirs, representatives, and permitted transferees, and shall also inure to the benefit of the protected parties identified in this Agreement.
  • 18.6 Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to any Company Party or in connection with any merger, acquisition, sale, restructuring, rebrand, financing, transfer, succession, or other business transaction involving Company or any Company Party.
  • 18.7 The headings in this Agreement are for convenience only and shall not affect interpretation.
  • 18.8 Each Party represents and warrants that it has full power and authority to enter into this Agreement and that the person signing below is duly authorized to bind such Party.
  • 18.9 Dual-Capacity Signature. Each individual signing this Agreement on behalf of an entity represents and warrants that they have authority to bind that entity. By signing below, such individual signs both: (a) in their individual capacity; and (b) as the authorized representative of the entity or entities identified in their signature block. The individual signer and the entity or entities identified in the signature block shall each be bound by the confidentiality, non-use, non-circumvention, non-interference, return/destruction, no-publicity, no-recording, remedies, and related obligations of this Agreement as applicable to any Confidential Information received, disclosed, accessed, used, or acted upon by such individual or entity.
  • 18.10 Each Party acknowledges that it has had the opportunity to review this Agreement with independent legal counsel and enters into this Agreement freely, voluntarily, and with full understanding of its terms.
  • 18.11 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures, scanned signatures, PDF signatures, and signatures transmitted by email or other reliable electronic means shall be deemed valid and enforceable as originals.
  • IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date written above.
  • crowdMGMT SUBCONTRACTOR CODE OF CONDUCT

  • Code of Conduct Policies:

    1. Arrive at least 15 minutes earlier than the call time of the artist you are assisting to every job to ensure readiness.
    2. Uniform: All black, clean hair and makeup with a sense of your own individual style and dress in appropriate shoes so you can easily and swiftly move around throughout your day.
    3. NO Social media on set and no BTS (Behind the Scenes) content capturing of any kind unless directed by crowdMGMT or the director or executive producer.
    4. Be ready and willing to help on all aspects of the project requirements as well as whatever professional supportive tasks asked of you within professional reason.
    5. Positivity: Bring a positive and collaborative attitude and energy to the set.
  • crowdMGMT BTS POLICY:

  • By signing below, the undersigned signs individually and, if applicable, as the authorized representative of the entity or entities identified below.
  • IF BTS CAPTURING IS ALLOWED AND YOU DO CAPTURE ANY BTS ON YOUR PHONE OR OTHER DEVICES, IT IS NOT PERMITTED FOR RELEASE OR SHARING TO THE PUBLIC ANYTIME WHATSOEVER WITHOUT WRITTEN PERMISSION FROM CROWDMGMT AND OR THE OWNER OF THE PROJECT(S).
  • ALL BTS IS IN EMBARGO UNTIL THE OFFICIAL RELEASE OF THE OVERALL PROJECT UNLESS OTHERWISE INSTRUCTED OR PERMITTED IN WRITING FROM CROWDMGMT.
  • IN AGREEMENT HEREOF, the receiving party of this CODE OF CONDUCT & BTS POLICY OUTLINED HEREIN as executed as of the date first written below. The receiving party understands that crowdMGMT is a Limited Liability Company (crowdMGMT, LLC). The receiving party also agrees that these policies and all forms within this packet are agreeable to and apply to any and all work with every project starting on or after the date listed below with or affiliated with crowdMGMT unless otherwise agreed in writing by the parties (delivering party & receiving party).
  • TALENT CONSENT AND RELEASE FORM

  • crowdMGMT, 84 North Summit Street Southington, CT 06489
  • I have participated as indicated on the above project (the "project"). In consideration of my appearance in the Project, and without any further consideration from you, I hereby grant permission to you to utilize my appearance in connection with the Project in any and all manner and media and all rights of every kind and character whatsoever in perpetuity in and to my performance, appearance, name and/or voice and the results and proceeds thereof (the "Performance") in connection with the Project, and I hereby authorize crowd Productions, LLC and crowdMGMT, LLC to photograph and record (on lm, digital, video, tape, or otherwise), the Performance; to edit same at its discretion and to include it with the performance of others and with sound effects, special effects and music; to incorporate same into the Project or other program or not; to use and to license others to use such recordings and photographs in any manner or media whatsoever, including without limitation unrestricted use for purposes of publicity, advertising and sales promotion; and to use my name, likeness, voice, biographic or other information concerning me in connection with the project, commercial tie-ups, merchandising, and for any other purpose. I further acknowledge that crowd Productions, LLC and crowdMGMT, LLC owns all rights to the results and proceeds of my services rendered in connection herewith. I agree that my participation in the Project may be edited in your sole discretion. I consent to use of my name, likeness, voice and biographical material about me in connection with Project publicity and related institutional promotional purposes. I expressly release you, your agents, employees, licensees and assigns from and against any and all claims which I have or may have for invasion of privacy, defamation or any other cause of action arising out of production, distribution, broadcast or exhibition of the Project.
  • Date:*
     - -
  • Format: (000) 000-0000.
  • Are you signing for yourself as an individual or on behalf of a company?*
  • Are you over 18?*
  • IF TALENT IS UNDER 18:

  • I represent that I am a parent (guardian) of the minor who has signed the above release and I hereby agree that we shall both be bound thereby.
  • Format: (000) 000-0000.
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