This Non-Disclosure, Non-Circumvent, Intellectual Property Rights Agreement
(the “Agreement”) is entered into between CongelioVB (Company), in Houston, TX and the Signing Party (Prospect), executed by electronic agreement. The Prospect hereby agrees that he/she is qualified to execute a legal agreement on behalf of the company he/she represents. Company and Prospect desire to enter into discussions regarding Company’s intent to produce Television and/or other advertising and marketing for Prospect with costs, which may or may not be shared by other prospects in other markets. Company and Prospect each acknowledge and agree that during such discussions certain proprietary information that is sensitive to the continuing business operations of Company will be disclosed and exchanged with Prospect. Specifically, Company will share with Prospect: scripts, storyboards, animatics, and other creative concept information, for television and web commercials and other creative projects, along with other media usages and products, all of which are solely the property of the Company. As a condition precedent to entering into such discussions or viewing creative concepts, Company and Prospect agree that Prospect will not share the Company’s intellectual property with anybody outside of the Prospect’s organization, whether exactly as presented by Company or modified/summarized by Prospect. Prospect further agrees that it will not solicit other companies to convert the Company’s TV Commercial ideas into produced Television Commercials, or use the creative concepts in any manner whatsoever. Prospect agrees to be bound by the terms and conditions of this Agreement, pursuant to which information of a trade secret and confidential nature may be disclosed. NOW, THEREFORE, in consideration of the mutual undertakings contained herein, the Parties hereto agree as follows:
- “Confidential Information” means scripts, storyboards, animatics, existing videos, or creative concepts and ideas, for TV Commercials and all other manner of advertising and marketing concepts created by the Company and which are the intellectual property of the Company. “Confidential Information” also includes budgets/costs for production of the TV Commercials whether or not the costs are divided pro-rata across all participating Prospects. The Confidential Information is to be disclosed and used by Prospect onlyfor the purpose of enabling the Parties to work together toward evaluation and possible consummations of the business transaction referenced above.
Notwithstanding any other provisions of this Agreement, Confidential Information does not include information that:
- Was in the possession of the Prospect before receiving it from the Disclosing Party; or
- Is or becomes published or otherwise generally available to the public, other than through the Prospect; or
- Is or becomes available to the Prospect on a non-confidential basis from a source other than the Company, that is not prohibited from disclosing such Confidential Information to the Prospect by any legal, contractual or fiduciary duty to the Company.
- Use of Confidential Information: Prospect shall keep and hold as confidential, and shall require its employees and customers to keep and hold as confidential, any and all Confidential Information received or viewed pursuant to this Agreement, in the same manner and with the same protection as such party maintains its own confidential information and at a minimum shall take reasonable and prudent measures to safeguard Confidential Information from unauthorized use or disclosure. Prospect shall not disclose any Confidential Information to third Parties or to its employees or customers who do not have a need to know such confidential information, and shall not use (or permit to be used) any Confidential Information except for the purposes specified in this Agreement. Prospect will not use the Confidential Information of the other except in furtherance of its efforts to accomplish the Purpose.
- Legal Process: Prospect agrees (i) to immediately, upon receipt of any legal process (whether initiated by private Parties or governmental agencies) requesting access to the Confidential Information under the Prospect’s control, transmit such request to Company, so that Company at its sole cost and expense, may at its option take any legal action necessary to prevent unauthorized use of such Confidential Information by any third party or to otherwise protect its interests in the matter; and (ii) to take commercially reasonable actions to ensure continued confidentiality of the Confidential Information.
- Return of Confidential Information: Prospect shall promptly deliver or cause to be delivered to Company, after termination, for any reason, of the discussions relating to the proposed potential business relationship or after termination for any reason of the business relationship itself, any documents containing Confidential Information and any copies thereof which Prospect may have, and shall permanently erase or cause to be erased all Confidential Information from any computer memory or storage.
- Successors and Assigns, Survival: This agreement shall be binding on, and shall inure to the benefit of the Parties to it and their respective legal customers, successors and assigns. This Agreement shall survive for a period of five (5) years after the cessation of discussions between the Parties with regard to the proposed transaction. Neither Party may assign any of its rights or obligations under this agreement to any other party.
- Injunction: Each party recognizes that any actual or threatened disclosure of Confidential Information in violation of this Agreement may cause the Company irreparable injury and that Company, therefore, shall be entitled to injunctive relief, a decree of specific performance, or other equitable relief, without bond or similar arrangement, upon a proper showing of such a violation, without the necessity of demonstrating actual monetary damage.
- General Terms:
If any provision of this Agreement is declared void or unenforceable, such provision shall be severed from this Agreement, which shall otherwise remain in full force and effect.
- Except as otherwise provided by this Agreement, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors and assigns.
- This Agreement and the rights of the Parties under this Agreement shall be governed by and construed in accordance with the internal laws of the state of Texas, including all matters of construction, validity, performance, and enforcement, without regard to its conflict of laws doctrine. Jurisdiction and venue for any action involving the subject matter hereof, however styled, shall be in the courts of Harris County, Texas.
- This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and replaces and supersedes as of the date thereof any and all prior agreements and understandings (whether oral or written) between the Parties with respect to the subject matter hereof. This Agreement may be amended only in writing signed by both Parties.