NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT
This agreement (“Agreement”) is entered into this ______ day of _________ , 2010, by and between (Insert Name) ___________________________ and (Insert Company Name) _______________________________ , hereinafter individually and collectively referred to as DISCLOSEE, and FIORE FILMS, LLC, hereinafter referred to as OWNER or DISCLOSER.
Whereas DISCLOSER is providing confidential information pertaining to the entertainment project presently in development entitled “Mob $treet™”, including without limitation confidential information relating to the screenplay by Chazz Palminteri, production, budgets, publicity, marketing, plans, events, motion pictures, TV shows, animations, music, and or products that are of possible interest of the DISCLOSEE mentioned in this Agreement. It is therefore necessary and desirable that the DISCLOSEE keep all information downloaded from the Internet, mailed, E- mailed, faxed or oral from telephone conversation(s) and or direct conversation(s) to DISCLOSEE confidential.
DISCLOSEE understands that the subject matter of the development, production, or other information involving the “Mob $treet™” project is unique, trade secret, and very vulnerable to unlawful copying and or reproduction.
DISCLOSER agrees to make this confidential information available to DISCLOSEE only on the following terms:
1. DISCLOSEE agrees not to use this confidential information except for DISCLOSEE’S evaluation of the project for a possible business relationship with DISCLOSER and for no other purpose.
2. DISCLOSER agrees to take reasonable steps to prevent disclosures to third parties.
3 Unless otherwise agreed to in writing, no copies shall be retained of any written or oral information or material furnished to DISCLOSEE without the prior written consent of the OWNER.
4. If for any reason there is not a business relationship established in writing, DISCLOSEE upon DISCLOSER’S written request will return all written information promptly, together with a list of contacts if any that have been made aware of any project information mentioned in this Agreement.
5. Any use of the trade secret information, including without limitation the intellectual property, screenplay, story titles, concepts or products, beyond the scope of this Agreement shall be an unauthorized use and constitute a violation of proprietary and copyright laws, and shall be enjoined in a court of equity upon application, in addition to recovery of damages and attorney's fees by OWNER/DISCLOSER.
6. DISCLOSEE agrees not to disrupt negotiations with producers, directors, entertainers, promoters, artist, companies, or financiers in progress or in the future without written permission of DISCLOSER.
7. Any notices to be given hereunder by either party to the other may be affected by personal delivery in writing or by mail, certified or registered, postage prepaid, with return receipt requested.
8. Should a mutual agreement to establish participation in this project by a business relationship not develop, upon request of DISCLOSER, DISCLOSEE at DISCLOSEE’S expense shall promptly return all materials containing any information provided, including all extracts and copies thereof to DISCLOSER.
9. DISCLOSEE agrees to keep all matters, deals, contact etc., confidential and will not circumvent any negotiation or contacts generated through DISCLOSER.
10. For a period of five years after DISCLOSEE’S or DISCLOSER’S decision in writing to not enter into a business relationship, and following the return of any and all information discussed above, DISCLOSEE agrees that DISCLOSEE shall not, directly or indirectly through other projects, compete with DISCLOSER nor carry on any business that is similar to that disclosed as a consequence of entering into this Agreement.
11. This Agreement shall not be construed as a solicitation or offering of any kind. It is subject to and in accordance with the laws of the State of California and the Securities laws of the United States. In the event of a dispute, should any provision be held unenforceable, the other provisions contained herein shall remain valid and enforceable. Each party consents that jurisdiction and venue shall lie in the courts of the United States or the State of California, in the County of Los Angeles.
Execution of this Agreement by the parties constitutes a legally binding agreement.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures as of the day and year first above written.