Mutual Confidentiality And Non-Disclosure Agreement

Mutual Confidentiality and Non-Disclosure Agreement

Page 2 (an interactive PDF document with fields and is automatically emailed to [email protected] when ‘submitted. The yellow sections are fields.)
This Agreement is made and entered into this ____ day of ________, 2013, by and between MassMediaCulture, Inc, having its principal place of business at 5111 Stoneywood Circle, SE, Mableton, GA 30126 (hereinafter “MassMediaCultue and [your name and affiliation].

WHEREAS, MassMediaCulture and [your name and affiliation] intend to enter into discussions and/or to perform services and functions for the purposes of doing business or possibly doing business with each other relating to mass media and culture related content development for distribution among an array of media channels; and,

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WHEREAS, each party may disclose to the other certain business and technical information (whether oral, in writing, in machine readable or other tangible form) concerning their respective interests and activities which the disclosing party deems proprietary, including but not limited to, financial information, trade secrets, know-how, product formulae, processing
procedures and equipment, standards and specifications, product samples, product development plans, proposed products and services, business plans, customer lists, prices, market and sales information and plans, and any non-public information which concerns the business and operations of a party to this Agreement (hereinafter “Confidential Information”); and

NOW, THEREFORE, in order to induce MassMediaCulture and [your name and affiliation] to disclose such Confidential Information to each other, and for other consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Confidentiality of Information

Each party agrees to receive the Confidential Information in absolute confidence. Each party agrees that it will not distribute, disclose or disseminate any Confidential Information of the other party in any way to anyone, except only to its employees and contractors who need to know the Confidential Information and to its financial, legal or other advisors who are advising such party regarding the Transaction or as required by law. Each party agrees that its disclosure of Confidential Information to its employees, contractors and/or advisors who have such a need to know shall be limited to only so much of such Confidential Information as is necessary for an employee, contractor and/or advisor to perform his/her function. In consenting to the disclosure of Confidential Information to any third party, the disclosing party may require such third party to sign a confidentiality agreement similar to this Agreement. Each party also agrees that, until the parties agree to publicize the Transaction, it will keep confidential the Transaction and the discussions of the parties relating thereto.

Any information disclosed orally or visually and identified at the time of disclosure as proprietary will have a written summary furnished to the receiving party within thirty (30) business days after the initial disclosure.
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2. Permitted Uses

The receiving party agrees that it will only use the disclosing party’s Confidential Information for the purpose of analyzing, negotiating, and/or providing services or functions concerning the Transaction.

3. Standards of Care

Each party agrees that it will treat the Confidential Information of the other party in the same manner it treats its own Confidential Information that it does not wish to disclose to the public, but in all events each party agrees to use at least a reasonable degree of care to protect the Confidential Information of the other party.

4. Inapplicability of Restrictions

There shall be no restrictions under this Agreement with respect to any portion of the Confidential Information which:

(a) is known to the receiving party or any affiliated company of the receiving party at the time of its disclosure to the receiving party;
(b) is or becomes publicly known through no wrongful act of the receiving party or of any affiliated company of the receiving party;
(c) is received from a third party without breach of the restrictions contained in this Agreement;
(d) is independently developed by the receiving party or any affiliated company of the receiving party;
(e) is furnished to any third party by the disclosing party without a similar restriction on the receiving party’s rights;
(f) is approved for release by the disclosing party; or
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(g) is required by the Public Records Act or otherwise by law, court order or a governmental agency to be disclosed.

5. Ownership
All Confidential Information delivered by either party to the other pursuant to this Agreement shall be and remain the property of the disclosing party. All such Confidential Information, and any copies thereof, shall be promptly returned to the disclosing party upon written request, or, at disclosing party’s option and instruction, destroyed. Additionally, upon written request by the disclosing party, the receiving party shall certify in writing to the disclosing party that, to the best of receiving party’s knowledge, all originals and copies of any Confidential Information that were used or possessed by receiving party have been returned to a designated officer of disclosing party.
1. Term

The restrictions and obligations contained herein shall continue for a period of three (3) years from the date of this Agreement.

2. Enforcement

The parties agree that money damages would not be a sufficient remedy for any breach of this Agreement and that the parties shall be entitled to seek injunctive relief or remedy to prevent any breach or threatened breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity. This agreement is governed by the laws of the State of Georgia, USA.

3. Miscellaneous
(a) This Agreement shall be binding upon the parties, their successors, and assigns. Neither
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party shall assign this Agreement or any Confidential Information received from the other party pursuant to this Agreement without the other party’s prior written consent.
(b) Nothing contained in this Agreement shall be construed as granting or conferring any
rights by license or otherwise in any Confidential Information disclosed to the receiving party.
(c) This Agreement shall be governed by, and interpreted in accordance with, the laws of the
state of Georgia, USA.
(d) The furnishing of Confidential Information hereunder shall not obligate either party to
enter into any further agreement or negotiation with the other or to refrain from entering into an agreement or negotiation with any other party.
(e) This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement. Any amendment or modification of this Agreement shall be in writing and executed by duly authorized representatives of the parties.

BY: MassMediaCulture, Inc

__________________________________________
(Print Name)

Title: __________________________________________

Date: __________________________________________

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[Your name below]:

BY: __________________________________________

__________________________________________
(Print Name)

Title: __________________________________________

Affiliation: __________________________________________

Date: __________________________________________