NON DISCLOSURE AGREEMENT
THIS NON DISCLOSURE AGREEMENT *(“Recipient”) and G Artists OÜ , registry code 14427268, located at Sepapaja 6, Tallinn 15551, Estonia (the "Company") relates to the disclosure by the Company of certain proprietary and/or confidential information regarding the Company and any and all of its related companies, subsidiaries, affiliates and clients. As used in this Agreement, the term Recipient includes any of Recipient’s officers, non-third party directors and employees. The Company wishes to protect its respective proprietary or confidential information being disclosed pursuant to this Agreement and, towards that end, and for good and valuable consideration, the parties hereby agree and represent to each other as follows:
Identification of Proprietary and Confidential Information. The parties agree that all information, ideas, concepts, formats, designs, and other materials disclosed by or on behalf of the Company whether disclosed directly, indirectly, in writing, orally, electronically or by any other means, and whether or not protected under intellectual property laws, shall be treated as proprietary or confidential information, including without limitation any audio-visual materials, scripts, treatments, etc. delivered by or behalf of the Company to Recipient ("Information"). Recipient agrees that it shall disclose Information only to those officers and employees who need to know such information in order to carry out the purpose of this Agreement, and then only to the extent necessary for such purpose.
Non Disclosure to Third Parties. The Recipient shall treat the Information as the proprietary and strictly confidential information of the Company, shall not disclose the Information to any other person or entity except as authorized herein, and shall safeguard the Information with the highest level of protection. Moreover, Recipient shall not disclose to any person or entity that it is receiving, evaluating, and or examining the Information.
Business Activities. The Recipient understands that the Company and its respective affiliates are actively engaged in activities, investments, technology exploitation and research and development efforts (collectively the “Business Activities”). The Recipient agrees that this Agreement shall in no way limit, restrict or preclude the Company or its respective affiliates from pursuing any of its present or future Business Activities or interests, either done alone or in conjunction with others, or from entering into any agreement or transaction of any kind with any other person or entity, regardless of whether the subject matter of any such agreement or transaction involves elements similar to or coincident with any of the other party’s Information exchanged hereunder or is in any other way similar to or coincident with any transaction considered or evaluated hereunder.
Confidentiality. Except as may be required by law or regulation, neither party shall announce or disclose the terms or conditions of this Agreement, or advertise or release any publicity regarding this Agreement or the fact that any discussions are taking place or the nature of such discussions, to any third party without the other party's prior written consent. This provision shall survive the expiration, termination or cancellation of this Agreement.
Ownership and Use of Information. All Information shall be and remain the property of the Company, and such Information, if fixed in a tangible medium, and any copies thereof, shall be promptly returned to the Company upon written request, or destroyed at the Company’s request. No license is hereby granted directly or indirectly under any patent copyright trademark or other right now held by, or which may be obtained by, or which is or may be licensed by the Company.
Remedies. It is understood and agreed that money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient and that the Company shall be entitled to injunctive relief and/or specific performance as a remedy for any such breach. Recipient further agrees to waive any requirement for the securing or posting or a bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for any such breach but shall be in addition to all other remedies available at law or equity to the Company.
No Commitment. Neither this Agreement nor the providing of Information contemplated hereby shall commit either party to continue any discussions, or to be legally bound to any potential relationship. The only way that the parties shall be bound to a relationship shall be by definitive written agreement signed by the parties. This Agreement does not constitute the parties as partners, joint ventures or agents of each other, and neither party shall so represent itself as such.
Indemnity and Non-Waiver. Recipient agrees to save, defend, indemnify and hold the Company harmless against any and all costs, claims, demands or liabilities of whatsoever nature arising directly or indirectly out of a breach of Recipient’s obligations under this Agreement. No failure or delay in exercising any right, power or privilege under this agreement will operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise or the exercise of any right, power or privilege under this letter or otherwise.
Proprietary Rights Legend. Recipient shall not alter or remove from any Information of the Company any proprietary rights legend, copyright notice, trademark or trade secret legend, or any other mark identifying the material as “Confidential Information.”
Reservation of Rights. The information shall be used by Recipient solely as it relates to a potential business transaction. Nothing herein shall be construed as granting any right, title or license to any existing or future development or business of a party.
Miscellaneous. The obligations of the parties shall be binding on and inure to the benefit of their respective heirs, successors, assigns, and affiliates. If any portion of this Agreement is found to be illegal or unenforceable, then the parties shall be relieved of their responsibilities arising under such portion, but only to the extent that such portion is illegal or unenforceable. If the remainder of this Agreement shall not be affected by such declaration or finding, then each portion not so affected by such declaration or finding shall be enforced to the extent permitted by law. This Agreement may be amended or modified only by a subsequent agreement in writing executed by both parties. This Agreement shall be governed by and construed in accordance with, the laws of Estonia.