Private Section- NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT PRODUCER / DIRECTOR / INVESTOR
This Agreement is between the recipient/viewer who click through this page to review the TV pilot treatment (hereinafter “RECIPIENT”) and New Wave Int’l Production (hereafter “NWL”) including its designated representatives, all collectively hereinafter “the Parties”.
WHEREAS RECIPIENT will be presented with information about story concepts, scripts, treatments, production design, characters, and other information proprietary to NWL which constitutes confidential information (hereafter “CA”) planned for possible theatrical, film, television, video, DVD, internet or similar development and releases. It is further stated that all content shared with RECIPIENT shall be considered the sole intellectual property of NWL and assign . WHEREAS RECIPIENT wishes to be informed about the CA for the purpose of determining whether said CA might be used in multiple productions (“Projects”) for CA Movie in which RECIPIENT may be involved in some capacity with the working title: “Angels”.
WHEREAS NWL wishes to inform RECIPIENT about the CA for the purpose of discussion with RECIPIENT about her/his attachment to the Projects;
NOW THEREFORE, in the covenants herein contained the Parties agree:
1. The CA disclosed by NWL to RECIPIENT is the sole and exclusive property of NWL. Such information is intended to be confidential and where in documentary form may or may not have been marked by NWL as “Confidential.” Whether marked as “Confidential” or not, such information is proprietary to NWL and is to be treated by RECIPIENT as confidential.
2. Confidential Information does NOT include information:
a. that became known to RECIPIENT prior to the date this Agreement is first executed,
b. that become public by any other party having no obligation of confidentiality to NWL or,
c. that is disclosed by NWL to any other party on a non-confidential basis or,
d. that RECIPIENT can conclusively show by documentary evidence that such CI was independently developed by RECIPIENT without access to such CI,
e. that is marked as “Not Confidential” by a NWL representative.
3. NWL discloses such CI to RECIPIENT solely for the purpose of allowing RECIPIENT to evaluate the CI to determine whether RECIPIENT wishes to attach him or herself to the Project.
4. RECIPIENT agrees to accept disclosure of the CI from NWL and to exercise at least the same degree of care to maintain the CA as secret and confidential as is employed by RECIPIENT to safeguard his/her own highly valued materials and confidential information.
5. RECIPIENT agrees not to use CI acquired from NWLfrom the date this Agreement is first executed, nor use that CI acquired from the materials and oral discussions to compete with NWLfor the term specified herein. RECIPIENT agrees not to disclose or use the name(s) of potential funding sources NWLmay discuss with or inadvertently disclose to RECIPIENT.
6. Documentary CI may or may not be marked by NWL as “Confidential” when disclosed to RECIPIENT, therefore all such material shall be treated as CI, shall remain the property of RVE, and shall not be disclosed to, or used by RECIPIENT in conjunction with, anyone else or any other entity. Orally disclosed CI shall constitute all discussion about the Project, the characters, and all related information in all respects. RECIPIENT shall be liable for any improper disclosure of the CI by RECIPIENT’s associates, affiliates, employees, manager(s), and agent(s), although not for improper disclosure by any other third parties.
7. RECIPIENT shall promptly notify NWL of any determination RECIPIENT may arrive at with respect to the further development of the possible employment in the Project..
8. Other than as specifically provided herein RECIPIENT will not use the CI for any purpose whatsoever other than for the sole purpose permitted herein unless.
9. RECIPIENT’s obligations under this Agreement shall extend from the date this Agreement is first executed for perpetuity without limit, subject to paragraph 14.
10. RECIPIENT agrees to refrain from competing with, directly or indirectly circumventing, or attempting to circumvent NWL with respect to this Project in any manner including use of the character(s), likeness, theme, concept, story, and images in all respects as defined in the broadest definition of such terminology. In the event of breach by RECIPIENT of this Agreement, if proven to be intentional or negligent, and revenues or return on investment have been lost, NWL will be entitled to monetary compensation equal to the maximum revenues it would have realized from its own exploitation of the Project, plus expenses, including legal expenses that may later be incurred while attempting to recover lost revenue.
11. Due to the unique nature of NWL’s CA, monetary damages are inadequate to compensate NWL for any breach by RECIPIENT of its covenants and agreements set forth in this Agreement. Accordingly the Parties each agree and acknowledge that any violation or threatened violation my cause irreparable injury to NWL and in addition to any other remedies that may be available, in law, in equity, or otherwise, NWL shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by RECIPIENT.
12. NWL hereby expressly warrants that NWL has the full authority and right to disclose the CA to RECIPIENT and that no prior non-confidential disclosure of the CA has been made by NWL nor to the best of NWL’s knowledge by any other third party.
13. Nothing in this Agreement grants to RECIPIENT a license or any other rights to the characters, script, or to any other element of the Project.
14. This Agreement expires when NWL purposefully makes public the CA.
15. This Agreement sets forth the terms and conditions agreed to by the Parties and may not be modified except in writing mutually executed by the same Parties hereto.
16. This Agreement shall be governed by the laws of the State of California and venue shall be Los Angeles County.
Agreed and click on the link below