CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT ("Agreement") is made and entered into by and between Screen
Engine, LLC, a California limited liability company, dba previewfreemovies.com,
("Company") and/or its affiliated or related companies and clients, and you, the
individual confirming your attendance at this event ("Individual"). For good and
adequate consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, Individual hereby agrees as follows:
Individual is or will be a guest of Company at a market
research event for the purpose of viewing "works-in-progress" creative content
that may be associated with movies and other media (the "Creative Content") In
the course of Individual's viewing of the Creative Content, Individual may
acquire or may be exposed to information (including, without limitation,
information that is written, oral, photographed or recorded on film, tape, or
otherwise), as well as any as-yet unreleased creative content. Individual agrees
that he/she shall not, during the term of this Agreement, or thereafter, in
perpetuity, disclose or cause to be disclosed (or confirm or deny the veracity
of) to any third party or use or authorize any third party to use:
(1) Any
information relating to the Creative Content, the business or interests of
Company, or Company's Affiliates, that the Company and/or its Affiliates has not
revealed to the general public;
(2) Any information developed by or
disclosed to Individual by Company, Company's Affiliates, or by any third party,
which is confidential to Company, its Affiliates, Clients and/or which is not
known to the general public;
(3) Any information that Company, or its Affiliates instruct Individual not to disclose or confirm. The information
described in (1)-(3) is hereinafter referred to collectively as the
"Confidential Information"
Individual acknowledges that maintaining complete privacy and
avoiding disclosure of Confidential Information are critically important to
Company and its Affiliates, that Individual would not be given access to
Confidential Information if Individual were not willing to agree to these terms,
and protect and preserve that privacy and confidentiality, and that Individual's
full and strict compliance with this Agreement is a fundamental inducement upon
which Company is specifically relying in allowing Individual to view, hear or
learn of the Creative Content. Confidential Information is and shall remain the
sole and exclusive property of Company and its Affiliates, and, during and after
the term of this Agreement, Confidential Information, even when revealed to
Individual, shall be deemed to remain at all times in the sole possession and
control of Company and its Affiliates.
a.) Without limiting any other provision hereof,
Individual shall not give any interviews regarding or
otherwise participate by any means and in any form whatsoever, including but not
limited to blogs, Twitter, Facebook, You- Tube, MySpace, or any
other social networking or other websites whether now existing or hereafter
created, in the disclosure of any Confidential Information
or any other information relating to this Agreement, the Creative Content or the
business of Company or its Affiliates. If Individual is contacted by a
journalist, a representative of the media or other third party who requests that
Individual disclose or confirm or deny the veracity of any of the Information
covered by this Agreement, Individual shall reject said request and/or issue a
"no comment", and Individual shall immediately advise Company thereof.
b.)
Company shall have the right to confiscate, (including seize and destroy the
contents of) cell phones, cameras, PDAs and any and all other infringing
devices, and take all necessary measures to protect its rights.
c.) Individual agrees that any breach of this Agreement
will cause Company and its Affiliates and Clients incalculable damages. Such
damages include all costs of any nature associated with the Creative Content, as
well as the incalculable management time necessary in creating and distributing
the same. Accordingly, Individual agrees that in the event of breach of this
paragraph, Individual shall pay Company, upon demand, as liquidated
damages, the sum of Five Million Dollar ($5,000 000.00) plus any actual out-of-pocket
expense, as well as any attorney fees expended in enforcing this paragraph.
The provisions of this Agreement shall be binding upon and shall
inure to the benefit of Company, its successors and assigns and to the benefit
of Individual and his or her successors and assigns.