NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“this Agreement”) is entered into by and
between__________________ [PARTNERSHIP] of address [ADDRESS], (“the Partnership“)
and __________________ [OTHER PARTY], of address [ADDRESS] (“the Service Provider“)
for the purpose of preventing the unauthorized disclosure of Confidential Information as defined
below.

BACKGROUND

WHEREAS, the parties to this Agreement agree to enter a confidential relationship with respect
to the disclosure of certain proprietary and confidential information (“the Confidential

Information”); and

WHEREAS, in connection with the Permitted Purpose, the Service Provider will receive the

Confidential Information;

IN CONSIDERATION OF and as a condition of the Partnership providing the Confidential
Information to the Service Provider in addition to other valuable consideration, the receipt and
sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree
as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION
1.1 For purposes of this Agreement, “Confidential Information” shall include ALL
information or material that has or could have commercial value or other utility in the business of
the Partnership regardless of whether it was provided before or after the date of this Agreement
or how it was provided to the Service Provider.
2. OBLIGATIONS OF THE SERVICE PROVIDER
2.1. The Service Provider shall hold and maintain the Confidential Information in strictest
confidence for the sole and exclusive benefit of the Partnership.
2.2. At all times, the Service Provider SHALL NOT use or deal with the Confidential
Information in any of the Service Provider’s business.
2.3. The Service Provider shall carefully restrict access to Confidential Information to
employees, contractors and third parties as is reasonably required and shall require those persons
to sign Non-Disclosure restrictions at least as protective as those in this Agreement.
2.4. The Service Provider SHALL NOT, without the prior written approval of the
Partnership, use for the Service Provider’s own benefit, publish, copy, or otherwise disclose to
others, or permit the use by others for their benefit or to the detriment of the Partnership, any
Confidential Information.

2.5. The Service Provider shall return to the Partnership any and all records, notes, and
other written, printed, or tangible materials in its possession pertaining to the Confidential
Information immediately if the Partnership requests it in writing.
3. OWNERSHIP AND TITLE
3.1. Nothing contained in this Agreement will grant to or create in the Service Provider,
either expressly or impliedly, any right, title, interest, or license in or to the intellectual property
of the Partnership.
4. RELATIONSHIPS
4.1. Nothing contained in this Agreement shall be deemed to constitute either party to this
Agreement, a partner, joint venturer or employee of the other party for any purpose.
5. TERM
5.1. The Non-Disclosure provisions of this Agreement shall survive the termination of this
Agreement.
5.2. The Service Provider’s duty to hold the Confidential Information in confidence shall
remain in effect until the Confidential Information no longer qualifies as a trade secret or until
the Partnership sends the Service Provider a written notice releasing the Service Provider from
this Agreement, whichever occurs first.
6. REMEDIES
6.1. The Service Provider agrees and acknowledges that the Confidential Information is of a
proprietary and confidential nature and that any disclosure of the Confidential Information to a
third party in breach of this Agreement would cause irreparable injury to the Partnership.
6.2. The Service Provider agrees that the Partnership is entitled to, in addition to all other
rights and remedies available to them at law or in equity, an injunction restraining the Service
Provider, any of its personnel, and any agents of the Service Provider, from directly or indirectly
committing or engaging in any act restricted by this Agreement in relation to the Confidential
Information.
7. NOTICES
7.1. In the event that the Service Provider is required in a civil, criminal or regulatory
proceeding to disclose any part of the Confidential Information, the Service Provider will give to
the Partnership prompt written notice of such request so the Partnership may seek an appropriate
remedy or alternatively to waive the Service Provider’s compliance with the provisions of this
Agreement in regards to the request.

7.2. If the Service Provider loses or makes unauthorized disclosure of any of the
Confidential Information, the Service Provider will immediately notify the Partnership and take
all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential
Information.
8. HEADINGS
8.1. The headings contained in this Agreement are for convenience of reference only and
shall not constitute a part hereof or define, limit, or otherwise affect the meaning of any of the
terms or provisions hereof.
9. SEVERABILITY
9.1. If a court finds any provision of this Agreement invalid or unenforceable, the remainder
of this Agreement shall be interpreted to best effect the intent of the parties.
10. INTEGRATION
10.1. This Agreement expresses the complete understanding of the parties to this Agreement
with respect to the subject matter and supersedes all prior proposals, agreements, representations,
and understandings.
10.2. This Agreement may not be amended except in a writing signed by both parties.
11. WAIVER
11.1. The failure to exercise any right provided in this Agreement shall not be a waiver of
prior or subsequent rights.
12. DISPUTES
12.1. Except as otherwise specifically agreed in writing by the Service Provider and the
Partnership, any dispute relating to any rights and or obligations arising in this Agreement which
is not resolved by the parties through mediation shall be adjudicated by any court of competent
jurisdiction.
13. APPLICABLE LAW This Agreement and its interpretation shall be governed by the
laws of Los Angeles.
IN WITNESS WHEREOF, both parties agree to these terms and give their consent and
authority to this agreement below.
___________________________________ ___________________________
Service Provider’s Signature Date

___________________________________ ___________________________
Partnership Rep’s Official Signature Date

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