This non-circumvention/non-disclosure agreement (the “Agreement”) is entered this day of ,2023 by and between __________________________ (hereafter The Company), and _EzWay Broadcasting Inc. (hereafter The Event Planner) with reference to certain business transactions, as follows:
- Trade Secrets and Confidential Information
- A) Trade Secrets as used in this agreement means all or any part of The Party and pattern, customer list or related customer information, sales or marketing plan, financial data, design, process procedure, formula, compilation of information, improvement or invention, that is (i) known to all parties, (ii) is considered and treated within The Party and by all parties involved as confidential, and (iii) gives The Party an advantage over the competitors who do not know or use it.
- B) Confidential Information, as used in this Agreement, means all NON-PUBLIC and proprietary information or technology used in The Party’s & Partners business. Confidential Information includes both written and unwritten information, patentable or non-patentable information, and copyrightable or non-copyrightable information. Subject to the foregoing limitations, Confidential Information includes (i) information that belongs to The Party, (ii) the Confidential Information of any entity controlling, controlled by, or under common control with The Party; and (iii) information confidentially provided to The Party by its customers or others. Confidential Information includes, without limitation; customer data, customer account information, and sales records; invoices; contracts; information contained in customer files; information provided by customers and pertaining to their finances, operations or finances or operations of third parties; Trade Secrets; financial statements or financial information, current or contemplated future business plans; designs; performance specifications; marketing plans; strategies or schematics; pricing; and computer data, documentation, or algorithms.
Page 1 of 6
The Talent acknowledges that The Party is engaged in an industry with rapidly emerging technology and know-how. The Company acknowledges that Trade Secrets and Confidential Information are valuable and unique assets of the customers or others that furnished such Confidential Information to The Party. The Company acknowledges that The Party may be provided access to Trade Secrets and Confidential Information during the course of contract, that to the extent that such access is granted, it will advance careers, and that use of Trade Secrets and Confidential Information for any purpose other than the sole benefit of The Party is wrong and would cause irreparable harm to The Party.
Accordingly The Company agrees: To hold all Trade Secrets and Confidential Information in strictest confidence and, except for use as required in performance of its or his/her duties for The Party either during contract or after termination of its or this contract.
The Company must advise The Party immediately if anyone from outside The Party attempts to gain Confidential Information and/or Trade Secrets about The Party or any parties involved with The Party.
All Trade Secrets and Confidential Information belong solely to The Party or, as applicable, to its customers or others who confidentially provide such information to The Party. No copies of any written or computer-readable Trade Secrets or Confidential Information shall be made or distributed without prior written consent of The Party, other than documents being used for the work-in-progress. The Talent understands that it’s unauthorized disclosure of Trade Secrets or Confidential Information may result in discipline, up to and including termination of its contract for cause as well as infringement civil suit proceedings.
- C) Disclosure. The Company and/or his/her Partners, will not disclose trade secrets and confidential information of that he may have obtained from previous Independent Contractors to The Party without the consent of the prior employer. The Company agrees that if he/she is bound by confidentiality terms from a prior employer that The Company will use its best efforts to not violate those terms and to ensure that no claim can be made against The Party for a violation of those terms. If The Company believes that he or she has violated the terms of a prior confidentiality agreement, inadvertently or not, The Company shall promptly notify The Party of the incident.
- D) Safeguarding Company Property. All The Party software, books, personnel data, graphics materials, and other property shall remain the sole property of The Party. The Company agrees to safeguard all such property in its or his/her possession and to return it to The Party in good condition upon request or upon termination of contract.
Page 2 of 6
The Party is an International Music, Sports, Fashion, Film, Philanthropy & Television Entertainment Production Group with business contacts which are potential sources of Marketing for Subject and/or possible Promotions as well as major Music, Sports, Fashion, Film, Philanthropy Television & Film Production employment for Subject by Clients or for Consultation and Risk Management for Subject and for Subject is interested in being introduced by The Party, for any or all of the aforementioned purposes or for business opportunities in general.
- The Party wishes to protect the confidentiality of its business relationships with Contacts as well as to avoid being circumvented and to protect its economic interest in the outcome of any resulting transaction between Subject and Contacts.
- Furthermore during the course of the dealings between the parties hereto with respect to the Contacts, the Parties will or may have occasion to reveal, expose or be exposed to confidential, proprietary or otherwise non-public information of or concerning the other party (“Confidential Information”), including the identity of third party individuals and entities c-herein, the “Other Contacts”) (Such Other Contacts, and/or opportunities associated with same, may, for convenience, but not as a condition hereof, be identified on an attached and initialed list expressly made subject to this agreement), including without limitation its or their business activities, officers, agents, attorneys-at-law, attorneys-in-fact, principals, owners, members, shareholders, directors, employees, representatives, successors, affiliates, parents, subsidiaries, Related organizations and assigns (collectively, the “Affiliates”) which the parties hereby desire and agree to be considered and treated as confidential and to be the subject of this non-circumvention and non-disclosure agreement. Such Confidential Information has been developed or obtained by each party through the investment of significant time, effort and expense and has a valuable, special and unique asset of the party possess same.
In consideration of the foregoing recitals, the mutual covenants and conditions contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, both Parties agree as follows:
Limitation/Other Agreements: The parties may have entered into other agreements that may contain provisions similar to those contained herein. Nothing herein contained is intended to limit the force or effect of any such agreements. Both parties intend that this Agreement shall be general in scope but that nothing herein contained is intended to conflict with any other specific agreements between the parties with respect to specific transactions and/or Contacts in connection therewith, such matters being governed, if at all, by such other agreements between the parties. Both parties agree that any information disclosed prior to the execution hereof, but in contemplation hereof as understood by the parties, shall be deemed subject to this Agreement
Page 3 of 6
- 2. Any and all components being third party inclusion obtained to facilitate duties within the scope of both parties duties is under the same provisions of MNDA-Mutual Non- Disclosure, Non -Circumvent and Non- Compete Agreement as presenting Party and Both Party and Talent has agreed and signed on behalf of all parties involved in project under specific duties obtained by Party and Talent.
- 3. Shall both Party or Company find the project no longer suits the needs and requirements of duties contracted for by Company, both will cease and desist all duties, functions, matters and components in association to the project and through the MNDA Non- Compete, Non Circumvent, and Non- Disclosure legally binding contractual and enforceable by law agreements which adheres to all parties involved in project under specific duties provided by Party and both the Party and any parties retained for project shall comply and cease all relationships and involvement with project in any form of contractual duties.
- Non-circumvention/Non-disclosure/The parties agree that for a period of three years from the date of execution (the “Non-Circumvention Period”), The Company shall not conduct or otherwise conclude or facilitate the conclusion of any transactions, or in any way facilitate the conclusion of transactions by third parties, with The Party’s Contacts, nor shall either of the parties disclose Confidential Information concerning the other, unless pursuant to a mutually acceptable agreement between the parties (and/or any such third parties), and/or between The Party, its Contacts, providing for compensation, participation and other mutually acceptable terms and conditions, subject to good faith negotiation. This provision shall apply to the first and any subsequent transactions between Subject and any Contacts during the Non-Circumvention Period. Furthermore each party agrees to maintain the strict confidentiality of the proprietary and non-public information concerning the other including the identity, as regards Subject, of The Party. For the purposes hereof, Confidential information shall not include (a) information published or otherwise available to the public other than by breach of this agreement, (b) information rightfully received by the recipient prior to the receipt of same by the other party, (c) information known to the recipient prior to the recipients receipt of same from the other party, (d) information which all the parties agree in writing may be disclosed to the general public.
(Added Clause) the parties agree that Company is known in the live event space as a event manager and producer and the parties acknowledge that Company has relationships already in those spaces and that the Party will not circumvent Company to those relationships that are under current contract or have past contracts with Company.” Providing the party doesn’t already have relationships in those spaces.
- Reliance: Each Party acknowledges that the other is acting in reliance upon this Agreement and performance hereunder and that neither would disclose the protected or Confidential Information hereunder or identify the Affiliates to the other absent their mutual agreement hereto.
Limited Scope: Both Parties agree that this agreement is limited to the subject matter hereof and that the parties are not in any way exclusive to each other or otherwise obligated to present business opportunities to each other or to any Contacts apart from those actually and specifically presented pursuant to this agreement, and that each party is free to pursue any and all business transactions that do not expressly violate the provisions of this or any other Agreement between the parties.
Page 4 of 6
- Representations and Warranties: Both Parties, and any other signatories hereto, warrant and represent that they have the power and authority and have taken the necessary corporate actions, as applicable, to enter into and confirm this agreement and that neither party has entered into any agreement prior hereto that is in conflict herewith or would affect, impair or limit its ability to make and perform the covenants and promises contained herein.
- Arbitration: If a dispute arises out of or relates to this Agreement, or the breach thereof (*), and if said dispute cannot be settled through direct discussion, both Parties agree to first endeavor to settle the dispute in an amicable manner by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration. Thereafter, any unresolved controversy or claim arising out of or relating to this Agreement or a breach thereof shall be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof any provisional remedy which would be available from a court of law shall be available to the parties to this Agreement from the Arbitrator pending arbitration. The cost and expenses of such arbitration shall be borne in accordance with the determination of the arbitrator and will include reasonably attorney’s fees.
Each party hereby further agrees that service of process may be made upon it by registered or certified mail, express delivery or personal service at the address provided for herein.
- General: This agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements entered into and wholly to be performed within said State. Both Parties agree that should any provision hereof be found to be unenforceable or- in violation of any law or against public policy, such provision shall be replaced with a valid provision as closely as possible expressing the original intent of the parties, and in any case the remaining provisions shall stand in full force and effect and be binding on the Parties hereto and be construed in a manner so as to preserve the intent of this agreement. This agreement may be executed in counterparts each of whom shall be deemed a duplicate original and, taken together shall constitute one and the same agreement. This agreement expresses the entire understanding of the parties, superseding any and all prior agreements or understandings with a similar objective, written or oral, between the parties, and may not be modified or amended except by a written instrument executed by each of die parties. Both Parties hereto further warrant and represent that by signing below, and once each Party shall have received a fully executed copy hereof and delivered same to the other, that they have read, understood and agree to be bound by this Agreement in its entirety and that they have had an opportunity to seek competent independent advice of attorneys and other professional advisors of their choice and are entering into this Agreement of their own free will and not based on any warranties or representations not contained herein.
In witness whereof, both Parties hereto have set their hands and (if applicable) seals as of the date and year first above written.
Page 5 of 6
UNDERSTOOD, AGREED AND ACCEPTED:
The Party:____________________________Sign __________________________ Date_____________
EzWay Broadcasting Inc.:
CLICK THE BOX ON THE FORM TO SIGN AND AGREE TO THIS DOCUMENT