Mutual Non-Disclosure Confidentiality and Non-Circumvention Agreement

 

 

Please read the following agreement. Upon reading and understanding the terms and conditions stated herein,

   

... please click  the checkbox ("I Agree to the terms and conditions") at the bottom of this page. By checking this box it confirms you have read, accept and are in agreement with entering into this Agreement; including but not limited to on behalf of a person, company or other legal entity you are submitting materials on behalf of. You also represent that you have the legal authority to bind yourself, the owner, person(s), company or legal entity to this Agreement. If you do not have the authority, or if you do not agree with the terms of this Agreement, you must not confirm acceptance and DO NOT submit any materials, or content to BSI.

 

This Confidentiality Agreement is executed on the date when submitted in Marina Del Rey, California, and is made between: ­­­­­­­­­­­­­­­­­­­­­BlueStar Studios Inc. Marina Towers Marina Del Rey, CA 90292 also known as BSI, and/or  (Recipient) and Writer /Owner (Disclosure.)

 

Whereas the Parties hereby known as Recipient (­­­­­­­­­­­­­­­­­­­­­BlueStar Studios Inc.), and Disclosure (Person/Company) for their mutual benefit, may already have exchanged and wish to further exchange now and/or in the future; certain information, written or verbal, of a confidential nature and wish to protect such information in the manner set out in this Agreement… agree to the following;

 

Confidential Information: The parties mutually agree that information disclosed orally or in writing or made available by any Party (Disclosing Party) to another Party (Recipient), including, but not limited to, information written or spoken; trade secrets; strategic plans; intellectual property, development, marketing, any type of technology communication, confidential information received from third parties, and proprietary information relating to contacts, resources or third parties…and all other material whether written or oral, tangible or intangible, shall be deemed “Confidential Information.” In addition, the existence and terms of this Agreement shall also be treated as Confidential Information.

 

Recipients Obligations: The parties expressly agree that the Recipient shall not use Confidential Information in the development of any product including but not limited to “television, film or new media” or services for its own account or for the account of a third party unless expressly agreed to by the Disclosing Party in writing. Further, the Parties agree not to use the Confidential Information for purposes other than that necessary to consider the possibility of entering into a business relationship or transaction between the Parties. The Recipient shall limit its internal disclosure of the Confidential Information to only those employees and agents who have a need to know the information for the limited purpose of the proposed business relationship between the Parties.

 

Non-Circumvention: In addition, the Parties agree to not circumvent each other with regards to work with business associates, clients, and other third party vendors including but not limited to affiliates, clients and associates; introduced by either party to the other. It is understood that the introducing party retains ownership of such a referral in perpetuity and that the other party cannot deal directly with such referred company/person without consent of the referring party; unless otherwise stated in writing.

 

Termination: This Agreement shall survive and remain in effect in perpetuity and/or until expressly terminated in writing and signed by all Parties.

 

Remedy: Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by binding arbitration in accordance with the rules and procedures of AFMA, as said rules may be amended from time to time with rights of discovery if requested by the arbitrator.  Such rules and procedures are incorporated and made a part of this Agreement by reference.  The arbitration will be held in Los Angeles, California, and any award shall be final, binding and non-appealable.  The Parties agree to accept service of process in accordance with the AFMA Rules. Controlling Law: this Agreement shall be governed by and construed in accordance with the laws of the State of California.

 

This Agreement imposes no obligation upon Recipients with respect to any Confidential Information (a) that was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipients; (c) is rightfully received by Recipients from a third party not owing a duty of confidentiality to the Disclosure; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or (e) is independently developed by Recipients.

 

This Agreement is made under and shall be construed according to the laws of the State of California, U.S.A. and any and/or all disputes must be settled in a court of competent jurisdiction in the State of California.

 

By clicking the box on the form you’ve submitted stating "I Agree to the terms of service." You are confirming agreement and acceptance to entering into this Agreement including but not limited to on behalf of a person, company or other legal entity.

 

BSI accepts typed or electronically accepted acknowledgement as agreement and confirmation of the understanding of the terms and conditions stated herein.

 

 

Susan B. Flanagan    

____________________________________________                             

Signature of Disclosure                                                     

BSI Films/ a subsidiary of Brilliant Stories Inc.  (BSI)  

Susan B. Flanagan, Executive Producer                      

 

 

 * By clicking the checkbox on the form below, confirms you have read, accept and are in agreement with the non-disclosure stated herein.

____________________________________________                             

Disclosure                                               

Writer / Owner agrees to terms and conditions of the non-disclosure stated herein.