CONFIDENTIALITY / NONDISCLOSURE AGREEMENT
I hereinafter “Promisor”, agree to receive Internet access to Intellectual and Literary Property(ies) of IME Global Inc. d/b/a ImaginNation Media Entertainment, hereinafter “Company” to review Confidential Information marked in Exhibit A, B , C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T and/or U, hereinafter Exhibits A-U, for the purpose of considering collaborative efforts to secure funding, production, development and/or distribution commitments from investors, television networks and/or production companies for said Confidential Information.
ARTICLE I: DEFINITIONS
1.1 “Confidential Information” means all of the Intellectual and Literary Properties’ information labeled “Confidential” in Exhibits A-S, as well as all information, regardless of its labeling, that is provided by Liaison and/or “Company” (regardless of form or format) relating to the Intellectual and Literary Property in Exhibits A-U (i) Liaison and/or Company’s contacts with Individuals, Groups of people, or Institutions for financial investment, loans, business opportunities, or other business relationships, and(ii) Intellectual Property’s “Technical Information”, (iii) Intellectual Property’s “Mythical Information”, and (iv) “Business Information” disclosed to Promisor by Liaison and/or Company, either directly or indirectly, regardless of the means or location of disclosure. Confidential Information shall not include information which (i) is or becomes (through no improper action or inaction by Promisor or Promisor’s affiliates, agents, consultants, or employees) generally available to the public, or (ii) was in Promisor’s possession or known by it prior to receipt from Representative, or (iii) was rightfully disclosed to Promisor by a third party who is not subject to a non-disclosure agreement with the disclosed party or (iv) was independently developed by Promisor without use of any information of Liaison and/or Company.
1.2 “Technical Information” means ideas that are written, described and explained in the Intellectual and Literary Property, including but not limited to technology, language, products, technical data, trade secrets, know-how, research, product plans, ideas or concepts, services software, computer software, computer hardware, inventions, algorithms, formulas, technology designs, schematics, drawings, engineering, and hardware configuration information.
1.3 “Creative Information” means creative and artistic ideas, designs, illustrations, images, fictional and non fictional languages as written, described and explained in the Intellectual and Literary Property.
1.4 “Business Information” means proprietary information relating to the Liaison and/or Company’s operations and business or financial plans or strategies, including but not limited to customers, customer lists, vendors, suppliers, markets, financial statements and projections, product pricing and marketing, financial or other strategic business plans or information.
1.5 “Liaison” means any third party, assignee, representative or producer that provides Promisor with the link and password to access the Confidential Information on behalf of Company.
1.6 “Company” means IME Global Inc., doing business as ImaginNation Media Entertainment, and/or the writer/creator of the Confidential Information.
1.7 “Promisor” means the entrusted receiver of the Confidential Information, whether received by postal delivery, email, messenger, or by way of passwords to Project links provided by Company Representatives.
ARTICLE II: RESTRICTED USE OF CONFIDENTIAL INFORMATION
2.1 Promisor agrees not use any Confidential Information for its own purpose except to carry out discussions concerning, and the undertaking of, any business relationship between Promisor and Liaison and/or Company.
2.2 Promisor will not disclose any Confidential Information to third parties, and only, on a strict need to know bases, to its employees, executives and representatives for the consideration of representing Company or for the contemplation of a related business venture with Company.
2.3 Promisor agrees that it will take all reasonable measures to protect the secrecy of and avoid disclosure or use of the Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those authorized hereunder to have any such Confidential Information, which measures shall include the highest degree of care that Promisor utilizes to protect its own Confidential Information of a similar nature, but in any event not less than a reasonable degree of care.
2.4 Promisor agrees to notify Liaison and/or Company promptly in writing of any misuse or misappropriation of the Confidential Information, which may come to the Promisor’s attention.
2.5 Promisor shall not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects, which embody the Confidential Information and which are provided to the Promisor hereunder.
ARTICLE III: NON-CIRCUMVENTION
3.1 In consideration of Company’s disclosure of the Confidential Information, the Promisor shall not at any time prior to the date immediately preceding the termination of this Agreement, attempt in any manner to commercially exploit, either directly or indirectly, the proposed and existing creative ideas and plans, referral contacts, or any of the Confidential Information without Company’s prior written consent that may be given or withheld by Liaison and/or Company in its sole discretion.
ARTICLE VI: TERM & TERMINATION
4.1 The foregoing commitments of Promisor shall survive for a period of three (3) years. However, Article IV Section 4.1 of the Agreement shall survive two (2) years following the date of termination of this Agreement.
4.2 This Agreement may be renewed for one year every subsequent year thereafter if the Agreement is made in writing and mutually signed by both parties.
ARTICLE VII: MISCELLANEOUS
5.1 Binding: This Agreement shall be binding upon and inure to the benefit of the undersigned Parties, their successors and assigns.
5.2 Notice: Any notice or communication pertaining to this Agreement shall be in writing and shall be deemed to have been given if and when mailed by registered airmail or dispatched by courier or facsimile, postage or other charges prepaid.
5.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements, whether oral or written, with respect to the subject matter hereof.
5.4 Amendments: No modifications or supplements to this Agreement shall be effective unless made in writing and signed by the Parties or the authorized representatives of said Parties.
5.5 Severability: Should any provision of this Agreement be held by a court or by a tribunal to be invalid or unenforceable, then such provision shall be given no effect and shall be deemed not to be included within the terms of this Agreement. In the event that such provision of this Agreement is held unenforceable, the Parties shall promptly negotiate in good faith to restore this Agreement as nearly as possible to its original intent and effort.
5.6 Relationship of Parties. Nothing herein shall constitute a partnership between the Parties. Neither Party shall have any authority to bind or commit the other to any matter whatsoever.
ARTICLE VIII: GOVERNING LAW
6.1 This Agreement shall be governed and construed under the laws of the State of New York.
6.2 The Parties agree to submit to the jurisdiction of the Federal and State courts of Kings County, New York with respect to any dispute arising under this Agreement.
ARTICLE IX: ENFORCEMENT
7.1 In the event that either party determines it to be necessary to resort to legal action to enforce its rights under this Agreement the non-prevailing party shall pay all of the prevailing party’s costs associated with such enforcement action, including but not limited to attorneys’ fees.
7.2 In the event that the Company may not have an adequate remedy at law, the Promisor agrees that, in addition to any other remedies, the Company shall be entitled to seek injunctive or other equitable relief to enforce the performance hereof.
CONFIDENTIAL INFORMATION
8.1 EXHIBIT A: BODY. EXIBIT B: INTERVIEW WITH A BANGER. EXHIBIT C: MEA HUNA. EXHIBIT D: CHOCOLATE TIES. EXHIBIT E: JAK FROSS. EXHIBIT F: JAK FROSS APOCALYPSE. EXHIBIT G: JAK FROSS-GENESIS ONE. EXHIBIT H: BLOOD OF THE LAMB. EXHIBIT I: BABY GIRL. EXHIBIT J: ACHILLEUS. EXHIBIT K: NIBIRU THE MOVIE. EXHIBIT L: NIBIRU THE SERIES. EXHIBIT M: DISTRICT X. EXHIBIT N: LOCKDOWN. EXHIBIT O: SNEAKER FREAK. EXHIBIT P: THE AGENCY. EXHIBIT Q: REEL CHANCE. EXHIBIT R: STREET CHRONICLES. EXHIBIT S: EAT WORDS WITH SPICE GREENE, EXHIBIT T: CROW’S BLOOD, EXHIBIT U: SAMPLE DECKS.
Promisor understands that he/she shall cause this Agreement to be executed by completing the form below and clicking the submission button, and thereby be notified by an IME Global Inc. authorized Representative who shall examine Promisor’s objectives in consideration for granting Promisor Project Material access by providing Promisor with a secured password to Exhibit A-S.