NONDISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT (“Agreement”) i s made and entered into a s of

_______________________________ between ----------------------------Productions and
_________________________________ (“Receiving Party”).

1. Purpose. ___________________ Production has engaged the services of the Receiving Party,
and in connection with these services, _____________________Production may disclose certain
confidential technical and business information which _________________ Production desires the
Receiving Party to treat a s confidential.

2. “Confidential Information”. means any information disclosed by _____________________

Productions to the Receiving Party, either directly or indirectly, in writing, orally or by inspection of
tangible objects (including without limitation documents, scripts, storyboards and drawings, shot
lists, production schedules, trailers, video, audio, graphics, prototypes, samples, technical
data, trade secrets, know-how, research, product plans, services, investors, customers,
markets, software, inventions, processes, designs, drawings, marketing plans, financial
condition and _____________________ Productions plant and equipment), which is designated
as "Confidential," "Proprietary" or some similar designation. Information communicated o r a l l y
s h a l l be considered Confidential Information if such information i s confirmed i n writing a s
being Confidential Information within a reasonable time after the in it ia l disclosure. Confidential
Information may also include information disclosed to _____________________ Productions
by third parties. Confidential Information s h a l l not, however, include any information which (i)
was publicly known and made general l y available i n the public domain prior to the time of
disclosure by _____________________ Productions; (ii) becomes publicly known and made
general l y available after disclosure by _____________________ Productions to the Receiving
Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the
Receiving Party a t the time of disclosure by _____________________ Productions a s shown
by the Receiving Party's files and records immediately prior to the time of disclosure; (iv) is
obtained by the Receiving Party from a third part y without a breach of such third part y's
obligations of confidentiality; (v) is independently developed by the Receiving Party without use
of or reference to _____________________ Productions Confidential Information, as shown by
documents and other competent evidence i n the Receiving Party's possession; or (vi) is
required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives
_____________________ Productions prompt written notice of such requirement prior to such
disclosure and assistance in obtaining an order protecting the information from public
disclosure.

3. Non-use and Non-disclosure. The Receiving Part y agrees n o t to use any Confidential
Information of _____________________ Productions for any purpose except to evaluate and
engage in discussions concerning services being performed for _____________________
Productions by the Receiving Party. The Receiving Part y agrees n o t to disclose any Confidential
Information to third parties or to such part y's employees, except to those employees of the
Receiving Party who are required to have the information i n order to assist in providing
services to _____________________ Productions.

4. Maintenance of Confidentiality. Receiving Pa r t y agrees that i t s h a l l take reasonable

measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential
Information. Without limiting the foregoing, the Receiving Part y s h a l l take a t least those
measures that i t takes to protect its own most highl y confidential information and shall ensure
that its employees, if any, who have access to Confidential Information have signed a non-use
and non-disclosure agreement i n content similar to the provisions hereof, prior to any
disclosure of Confidential Information to such employees. The Receiving Part y shall not make
any copies of Confidential Information unless previously approved i n writing by
_____________________ Productions. The Receiving Part y shall immediately notify
_____________________ Productions i n the event of any unauthorized use or disclosure of
the Confidential Information.
5. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." EACH PARTY
MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS
ACCURACY, COMPLETENESS OR PERFORMANCE.

6. Return of Materials. All documents and other tangible objects containing or representing
Confidential Information which have been disclosed by _____________________ Productions,
and all copies thereof which are in the possession of the Receiving Part y, shall be and remain
the propert y of _____________________ Productions and s h a l l be prompt l y returned to
_____________________ Productions upon _____________________ Productions written
request and definitively prior to termination of services.

7. Term. The obligations of the Receiving Party hereunder s h a l l survive u n t i l such time a s a l l
Confidential Information disclosed hereunder becomes publicly known and made g e n e r a l l y
available through no action or inaction of the Receiving Party.

8. Remedies. The Receiving Pa r t y agrees that any violation or threatened violation of this
Agreement may cause irreparable injury to _____________________ Productions, entitling
_____________________ Productions to seek injunctive relief i n addition to a l l l e g a l
remedies.

9. Governing Law. This Agreement will be governed in all respects by the laws of
_____________________ as such laws are applied to agreements between
_____________________ residents entered into and to be performed entirely within
_____________________. Any action or proceeding brought by any pa r t y against another
arising out of or related to this Agreement shall be brought in a state or federal court of
competent subject matter jurisdiction located within _____________________, and each of the
parties to this Agreement consents to the personal jurisdiction of those courts.

10. Miscellaneous. This Agreement s h a l l bind and inure to the benefit of the parties hereto
and their successors and assigns. This document contains the entire agreement between
the parties with respect to the subject matter hereof, and neither part y shall have any obligation,
express or implied by law, with respe c t to trade secret or proprietary information of
_____________________ Productions except as set forth herein. Any failure to enforce any
provision of this Agreement s h a l l not constitute a waiver thereof or of any other provision.
This Agreement may not be amended, nor any obligation waived, except by a writing signed
by both parties hereto.

The undersigned represent that they have the authority to enter into this Agreement on behalf
of the person, entity or corporation listed above their names.

RECEIVING PARTY _____________________ PRODUCTIONS

BY: BY:

NAME: _______________________ NAME: ______________________________

TITLE: _____________________________ TITLE:_______________________________

DATE: DATE: