This Non-Disclosure Agreement (hereinafter “Agreement”) is entered into on the
_______________ day of ________________________________________________, 2012 (hereinafter
“Effective Date”), by and between Third Coast Media (hereinafter “Discloser”) and
__________________________________________________________________ (hereinafter “Receiver”).
WHEREAS Discloser desires to disclose certain proprietary information to Receiver
concerning educational programming (hereinafter “Proprietary Information”);
WHEREAS Discloser desires to provide Receiver with access to and a copy of the
copyrightable work of original authorship titled “The Unteachables- If we have fun
teaching it, then maybe you’ll have fun learning it” that is currently pending
registration with the US Copyright Office under serial number #1-671750601
(hereinafter “Copyrighted Work”);
WHEREAS Discloser desires to protect the confidentiality and economic value of its
proprietary information and copyrightable works when disclosing said proprietary
information and copyrightable works to Receiver;
WHEREAS Receiver desires to receive and protect Discloser’s proprietary
information and copyrightable works;
NOW THEREFORE, in consideration of the foregoing and the mutual promises and
covenants contained herein, the parties agree as follows:
1. Ownership of Intellectual Property. Discloser is the owner of all right, title,
and interest in and to the Proprietary Information and Copyrighted Work.
2. Definition of Confidential Information. For the purposes of this Agreement,
confidential information will include, without limitation, any of Discloser’s
confidential, proprietary, or trade secret information that is disclosed pursuant
to this Agreement or that a party otherwise learns in the course of Receiver’s
relationship with Discloser such as, but not limited to, Proprietary Information,
the Copyrighted Work, customer lists, business plans, product designs,
marketing interests or plans, products, financial information, including cost and
pricing, vendor lists, and sales processes and procedures (hereinafter
“Confidential Information”). Confidential Information will not include any
information which: (i) is or becomes publicly available through no act of the receiving party; (ii) is rightfully received by the receiving party from a third
party without restrictions; or (iii) is independently developed by the receiving
3. Definition of Trade Secrets. For the purposes of this Agreement, trade secrets
will include (a) any and all proprietary mockups, storyboards, unpublished or
incomplete works, blueprints, designs, and casting choices; (b) technical
information concerning company salaries, strengths, weaknesses, and skills; (c)
information concerning Discloser’s finances, including sales information, profits,
accounting information, unpublished financial information, and marketing
expenditures; (d) information concerning the disclosing party’s suppliers or
customers, including customer lists, customer information, supplier lists, and
supplier information; (e) information concerning business strategies, including
marketing plans, business plans, research projects, and product development; (f)
and any other information not generally known to the public which, if disclosed,
could reasonably be expected to adversely affect the Discloser’s business
(hereinafter “Trade Secrets”).
4. Use of Confidential Information and Trade Secrets. Receiver agrees that it
will not use Discloser’s Confidential Information or Trade Secrets in any manner
other than to evaluate Discloser’s Copyrighted Work and Proprietary
Information for publication on Receiver’s educational content network. Receiver
agrees that it will not reveal or otherwise disclose to any third party the
Confidential Information or Trade Secrets of Discloser without the prior written
approval of Discloser. Receiver agrees that it will not use, exploit, sell, copy,
distribute, perform publicly, display publicly, reproduce, or prepare derivative
works of the Confidential Information or Trade Secrets of Discloser without the
prior written approval of Discloser.
5. Penalties for Misuse of Confidential Information and Trade Secrets. Should
the Receiver reveal, threaten to reveal, use, exploit, sell, copy, distribute, perform
publicly, display publicly, reproduce, or prepare derivative works of the
Confidential Information and/or Trade Secrets, Discloser will be entitled to an
injunction restraining the receiving party from disclosing the same, or from
rendering any services to any entity to whom said Confidential Information
and/or Trade Secrets has been or is threatened to be disclosed. The right to
secure an injunction is not exclusive, and the Discloser may pursue any other
remedies it has against the Receiver for a breach or threatened breach of this
condition, including the recovery of damages from the Receiver.
Receiver agrees to act as a trustee of any Trade Secrets and Confidential
Information learned pursuant to this Agreement. When the parties have
completed their relationship pursuant to this Agreement, the Receiver will
promptly return all originals and copies of all materials concerning any Trade
Secrets and/or Confidential Information to Discloser. Receiver will destroy any
originals or copies of materials concerning the Discloser’s Trade Secrets and/or Confidential Information that cannot be returned to Discloser upon the
completion of the relationship between Discloser and Receiver.
Receiver agrees that it will not disclose to Discloser, use in Discloser’s business,
or cause Discloser to use, any information or material that is the trade secret of
another. Receiver warrants that its performance of this Agreement will not
breach any agreement to keep in confidence proprietary information acquired
by Receiver prior to its contract with Discloser.
Receiver understands and agrees that its obligation to maintain the Discloser’s
Confidential Information and Trade Secrets will remain in effect even after its
contract with Discloser ends and will continue for so long as the information
remains either Confidential Information or a Trade Secret under applicable law.
6. Warranty. Each party warrants that it has the right to make the disclosures
under this Agreement. EXCEPT AS OTHERWISE STATED, NO WARRANTIES ARE
MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties
acknowledge that although they shall each endeavor to include in the
Confidential Information all information that they each believe relevant for the
purpose of the evaluation of Discloser’s Proprietary Information and
Copyrighted Work under this Agreement, the parties understand that no
representation or warranty as to the accuracy or completeness of the
Confidential Information or Trade Secrets is being made by Discloser.
7. Relationship of the Parties. The parties to this Agreement intend that no
relationship be created between them at this time and Discloser shall at all times
be considered an independent contractor. Nothing contained herein shall be
deemed to create any association, partnership, joint venture, relationship of
principal and agent, or of master and servant, or employer and employee
between the parties, or any affiliates, contractors, or subsidiaries thereof, or to
provide either party with the right, power, or authority, whether express or
implied, to create any duty or obligation on behalf of the other party.
8. Entire Agreement. This Agreement is the entire agreement between the parties
and supersedes all prior written or oral communications or agreements with
respect to the matters contained in this Agreement.
9. Choice of Law. This Agreement will be governed by and interpreted in
accordance with the laws of the State of Michigan. Any action arising out of this
Agreement or the relationship between the parties must be brought exclusively
in the federal or state courts in the State of Michigan and the parties hereby
consent to and submit to the jurisdiction of such courts.
10.Waivers. The waiver by either party of a breach by the other party of any
provision of this Agreement will not operate or be construed as a waiver of any
subsequent breach.11. Amendment. No waiver, modification, or amendment of any of the terms of this
Agreement will be effective unless made in writing and signed by both parties.
12. Representations of Authority. Each person who signs below on behalf of a
party to this Agreement individually represents that he or she has authority to
bind to this Agreement the party on whose behalf he or she is signing.
IN WITNESS WHEREOF, Discloser and Receiver agree to the terms of this
Date'The Unteachables' copyright is pending
registration with the US Copyright Office.
Copyright application as Claim #1-671750601.
Click Here to Accept Terms