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NON-DISCLOSURE AGREEMENT

Non-Disclosure Agreement 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 party. 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 Agreement. _________________________________________ Discloser ____________________ Date _________________________________________ Receiver ____________________ Date'The Unteachables' copyright is pending registration with the US Copyright Office. Copyright application as Claim #1-671750601.

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