NON-DISCLOSURE AGREEMENT

NON-DISCLOSURE AGREEMENT

 

This Non-Disclosure Agreement (“this Agreement”) is entered into by and between Green Horse Glass (GHG) productions of address [ENTER ADDRESS] (“Company”) and [ENTER CONTRACTOR’S NAME] of address [ENTER ADDRESS] (“Contractor”) for the purpose of provision of the services mentioned herein below and preventing the unauthorized disclosure of Confidential Information as defined below. 

 

BACKGROUND

 

WHEREAS the Company offers gaming services.

 

WHEREAS the Contractor offers to make gigs for Company.


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 Contractor will receive the Confidential Information.

 

IN CONSIDERATION OF and as a condition of the Company providing the Confidential Information to the Contractor 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

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 Company regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

 

  1. OBLIGATIONS OF THE CONTRACTOR
  1. The Contractor shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Company.

 

  1. At all times, the Contractor SHALL NOT use or deal with the Confidential Information in any of the Contractor’s business.

 

  1. The Contractor 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.

 

  1. The Contractor SHALL NOT, without the prior written approval of the Company, use for the Contractor’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 Company, any Confidential Information.

 

  1. The Contractor shall return to the Company any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to the Confidential Information immediately if the Company requests it in writing.

  • OWNERSHIP AND TITLE

During the term of this Agreement, the Contractor will have access to Company’s Intellectual Property. Nothing contained in this Agreement will grant to or create in the Contractor, either expressly or impliedly, any right, title, interest, or license in or to the intellectual property of the Company.

 

  1. RELATIONSHIPS

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.

  • TERM
  • The Non-Disclosure provisions of this Agreement shall survive the termination of this Agreement.

 

  1. The Contractor’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 Company sends the Contractor a written notice releasing the Contractor from this Agreement, whichever occurs first.

  • REMEDIES
  • The Contractor 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 Company.

 

  1. The Contractor agrees that the Company is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Contractor, any of its personnel, and any agents of the Contractor, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information. Company may also take down Contractor’s content(s) that violates Contractor’s confidentiality obligation. 

  • NOTICES
  • In the event that the Contractor is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Contractor will give to the Company prompt written notice of such request so the Company may seek an appropriate remedy or alternatively to waive the Contractor’s compliance with the provisions of this Agreement in regard to the request.

 

  1. If the Contractor loses or makes unauthorized disclosure of any of the Confidential Information, the Contractor will immediately notify the Company and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

  • HEADINGS

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.

 

  1. SEVERABILITY

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.

  1. INTEGRATION

 

  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.

 

  1. This Agreement may not be amended except in a writing signed by both parties.

 

  1. WAIVER

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

  • DISPUTES

Except as otherwise specifically agreed in writing by the Contractor and the Company, any dispute relating to any rights and or obligations arising in this Agreement which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction in Texas, United States of America.  

  • APPLICABLE LAW

This Agreement and its interpretation shall be governed by the laws of Texas, United States of America.  

 

IN WITNESS WHEREOF, both parties agree to these terms and give their consent and authority to this agreement below.

 

___________________________________ ___________________________

                  Contractor’s Signature       Date

 

___________________________________ ___________________________

          Company Signature                         Date

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