This Non-Disclosure Agreement ("Agreement") is entered into as of
BETWEEN:
BEL AIR FILMS, INC.
a Delaware corporation
("Disclosing Party")
AND:
("Receiving Party")
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to the Bel Air Studios AI Film Workflow Pipeline product, including but not limited to software, methodologies, processes, technologies, and business strategies (collectively, the "Confidential Information");
WHEREAS, the Disclosing Party desires to disclose certain Confidential Information to the Receiving Party for the purpose of evaluation, discussion, and potential business relationship;
WHEREAS, the Receiving Party agrees to receive such Confidential Information under the terms and conditions set forth herein;
"Confidential Information" means any and all information disclosed by Bel Air Films, Inc. relating to the Bel Air Studios AI Film Workflow Pipeline product, whether disclosed orally, in writing, or by inspection of tangible objects, including without limitation:
The Receiving Party agrees to:
a) Hold all Confidential Information in strict confidence;
b) Not disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party;
c) Not use the Confidential Information for any purpose other than evaluation and discussion of potential business relationships;
d) Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;
e) Limit access to Confidential Information to employees or agents having a legitimate need to know and who have been informed of the confidential nature of such information.
The obligations of the Receiving Party under this Agreement shall remain in effect for a period of ONE (1) YEAR from the Effective Date.
The obligations set forth in Section 2 shall not apply to any Confidential Information that:
a) Was rightfully known to the Receiving Party prior to disclosure;
b) Is or becomes publicly available through no fault of the Receiving Party;
c) Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation;
d) Is independently developed by the Receiving Party without use of or reference to the Confidential Information;
e) Is required to be disclosed by law or court order, provided the Receiving Party gives reasonable advance notice to the Disclosing Party.
Upon request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information and any copies thereof.
Nothing in this Agreement grants the Receiving Party any rights or licenses to the Confidential Information except as expressly set forth herein.
The Receiving Party acknowledges that breach of this Agreement may cause irreparable harm to the Disclosing Party, for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
a) This Agreement shall be governed by the laws of the State of Delaware.
b) This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof.
c) Any modifications to this Agreement must be made in writing and signed by both parties.
d) If any provision of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect.