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Terms and Conditions of Use
Terms & Conditions:
MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT By clicking the "Accept" button at the bottom of this page, you are agreeing to the following terms as outlined in this Confidentiality Agreement ("Agreement"), by and between New Line Productions, Inc., including its parent and affiliated and/or subsidiary companies ("New Line") and yourself and/or company, including its parent and affiliated and/or subsidiary companies [("Name of Party")]. 1. Definitions 1.1 "Disclosing Party" means the party (or Representative thereof) providing Information (or on whose behalf Information is provided) to the other party (or its Representatives). 1.2 "Material" means all Information received by a Receiving Party (or its Representatives) from a Disclosing Party (or its Representatives) together with all notes, documents, and materials prepared by or for the Receiving Party (or its Representatives) which reflect, interpret, evaluate, include or are derived from such Information; provided that "Material" shall not include Information which: (i) was or becomes generally available to or known by the public other than as a result of a wrongful disclosure by a Receiving Party (or its Representatives) in violation of this Agreement; (ii) was or becomes available to a Receiving Party on a non-confidential basis from a source other than the Disclosing Party (or its Representatives), provided that such source is not in violation of a confidentiality agreement with the Disclosing Party (or its Representatives) by making such disclosure; (iii) was already in possession of a Receiving Party prior to disclosure by the Disclosing Party; or (iv) is independently developed by a Receiving Party without use of any of the Information supplied by the Disclosing Party hereunder; provided, that such Receiving Party can provide documentation evidencing the foregoing. 1.3 "Information" means all information, in whatever form or medium (oral, written, printed, electronic, etc.), including without limitation, all financial, business, and other information, trade secrets, technical data, processes, documents, data bases, plans, marketing and client data provided to a Receiving Party (or its Representatives) by a Disclosing Party (or its Representatives), including any information made available during discussions, meetings, facility tours and/or exchange of documents or products, whether before, on or after the date of this Agreement. 1.4 "Person" means any corporation, partnership, limited liability company, joint venture, business entity, or individual. 1.5 "Receiving Party" means a party (or its Representatives) who receives Information from a Disclosing Party (or its Representatives). 1.6 "Representative" means any director, officer, associate, partner, employee, agent, financing source, attorney, investment banker, or other advisor who provides advice or counsel to a party in connection with the interpretation, evaluation, processing, or review of Information or Material or otherwise in connection with a Transaction. 1.7 "Transaction" means the potential business transaction and/or business relationship being explored by the parties in which the Materials may be exchanged. 2. Confidentiality and Non-Disclosure 2.1 As a condition to receiving Material from a Disclosing Party (or its Representatives), each Receiving Party agrees that all Material is confidential and proprietary to the Disclosing Party and both parties agree to treat all Material in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions as set forth herein. 2.2 Each Receiving Party agrees that the Material will not be used by it (or its Representatives) for any purpose other than evaluating and effectuating a Transaction between it and the Disclosing Party, and that the Material will be kept confidential by it (and by its Representatives). Such Material may only be disclosed to a party's Representatives on a strict "need to know" basis (it being agreed that the parties shall inform such Representatives of the confidential nature of such information and the terms hereof). Each party shall be liable for any breach of this Agreement by it or its Representatives. 2.3 Without the prior written consent of the other party, neither party will (and will direct its Representatives not to) disclose to any Person (other than a Representative), any Material revealed hereunder, including the existence of status of this Agreement; except as required by law, regulation, rule of any applicable stock exchange or legal process or as required by a regulatory authority. 2.4 If a party (or any of its Representatives) is required by legal process to disclose all or any part of the Information contained in the Material, it will comply with the following: (i) notify promptly the other party of the existence, terms and circumstances surrounding such a request so that the other party may, if it desires, seek an appropriate protective order (if a party seeks such an order, the other party will provide such cooperation as shall be reasonably requested of it); and (ii) supply only that portion of the Material and/or Information it is legally required to furnish. In any such event the parties agree to use reasonable, good faith efforts to ensure that all Material and Information that is so disclosed will be accorded confidential treatment. 3. Return or Destruction of Material Each party agrees upon written request from the other to promptly to deliver to the other all Material (whether in its possession or the possession of its Representatives) and to not retain any copies, extracts or other reproductions in whole or in part of such Material or, alternatively, to destroy, and cause its Representatives to destroy, such Material and, upon the written request of the other, confirm such destruction separately in writing. The delivery or destruction of such Material shall not relieve a party of its obligation to confidentiality in accordance with the terms hereunder or any other obligations hereunder. 4. Representations and Warranties Each party represents and warrants, by signing this Agreement, that it is duly authorized and empowered to execute this Agreement. This Agreement may be executed in one or more counterparts. Each party understands that the other makes no representation or warranty as to the accuracy or completeness of the Information or Material furnished by or on behalf of it and that neither it (nor any of its Representatives) shall have any liability to another party (or any of its Representatives) arising as a result of the use of the Material supplied by or on behalf of it. Notwithstanding the foregoing, any representations and warranties that may be made by the parties hereto as part of a separate definitive written agreement with respect to a Transaction, when, as and if fully executed and delivered to each party (and subject to such limitations and restrictions as may be specified therein) shall have full, legal binding effect. 5. No Binding Agreement Unless and until a final, definitive written agreement between the parties with respect to a Transaction has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to any Transaction except, in the case of this Agreement, for the matters specifically agreed to herein which include, but are not limited to, matters with respect to confidentially and nondisclosure. 6. No Waiver No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. 7. Injunctive Relief The parties acknowledge that money damages may not be a sufficient remedy for any breach of this Agreement and a party shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or equity. 8. Successors/Assignablility The provisions of this Agreement shall be binding upon and enforceable by the parties and their respective successors. Neither party may assign its rights hereunder to any Person other than a successor (by way of asset or stock purchase) to all or substantially all of its assets and business. 9. Governing Law/Miscellaneous This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of California (and United States federal law to the extent applicable), irrespective of the principal place of business or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of law. This Agreement contains the entire agreement between the parties concerning the confidentiality of the Materials and/or Information, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party unless approved in writing by both parties. 10. Termination The obligations contained herein shall continue for a period of two (2) years from the date set forth above, unless extended by the parties in writing or otherwise superceded by a written agreement between the parties with respect to a Transaction, if applicable. Notwithstanding the foregoing, trade secrets must be maintained in confidence as long as and to the extent that such information remains a "trade secret" (as defined by the Uniform Trade Secrets Act). If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this agreement; upon full execution by both parties and delivery thereof, it will constitute our agreement with respect to the subject matter hereof.
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Terms & Conditions of Use
