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    This non-disclosure agreement is between Ross Bollinger Animation and [Name of Studio Head] of [Name of Studio]. It protects confidential information shared between the parties for the purpose of an assistant relationship. The agreement defines confidential information, intellectual property rights, and restricts use and disclosure of confidential materials. It also outlines termination procedures and provides for legal remedies in the event of a breach.

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    © All Rights Reserved
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    Fi PDF

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    Jorge Camps
    59 views6 pages
    This non-disclosure agreement is between Ross Bollinger Animation and [Name of Studio Head] of [Name of Studio]. It protects confidential information shared between the parties for the purpose of an assistant relationship. The agreement defines confidential information, intellectual property rights, and restricts use and disclosure of confidential materials. It also outlines termination procedures and provides for legal remedies in the event of a breach.

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    This non-disclosure agreement is between Ross Bollinger Animation and [Name of Studio Head] of [Name of Studio]. It protects confidential information shared between the parties for the purpose of an assistant relationship. The agreement defines confidential information, intellectual property rights, and restricts use and disclosure of confidential materials. It also outlines termination procedures and provides for legal remedies in the event of a breach.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    59 views6 pages

    Fi PDF

    Uploaded by

    Jorge Camps
    This non-disclosure agreement is between Ross Bollinger Animation and [Name of Studio Head] of [Name of Studio]. It protects confidential information shared between the parties for the purpose of an assistant relationship. The agreement defines confidential information, intellectual property rights, and restricts use and disclosure of confidential materials. It also outlines termination procedures and provides for legal remedies in the event of a breach.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
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    of 6

    NON-DISCLOSURE AGREEMENT PENCILMATION

    dated ​(INSERT DATE)

    between

    PARTIES

    1.ROSS BOLLINGER ANIMATION, a limited liability company incorporated


    in Pennsylvania with entity number 4233016 having its registered
    office at 18 Campus Blvd, Suite 100, Newtown Square, PA 19073

    (the ​“Discloser”)

    AND

    2. ​(NAME OF STUDIO HEAD) ​of ​(NAME OF STUDIO)​, having its


    registered office in ​(STUDIO ADDRESS)

    (the ​“Recipient”)

    AGREEMENT

    1. Definitions

    Except to the extent expressly provided otherwise, in this Agreement the


    following terms shall have the following meaning:

    Confidential Information: ​any information in whatever form (whether in


    writing, electronic or digital form or verbally) which is confidential in
    nature, designated orally or in writing by the Discloser as confidential
    or which may reasonably be considered by a business person to be
    commercially sensitive provided by the Discloser (directly or
    indirectly) by any means to the Recipient before or after the date of
    this Agreement in connection with or in anticipation of the Purpose
    including:

    (a) data, ideas and information (whether technical, commercial,


    financial or of any other type) in any form acquired under, pursuant
    to or in connection with this Agreement and any information utilized
    in or relating to the Discloser’s business, services, operations,
    processes, methods, plans, strategy, product information, know-how,
    design rights, trade secrets, market opportunities, customer lists,
    commercial relationships, marketing, sales materials and general
    business affairs;

    NDA page 1 of 6
    (b) information relating to the customers (including prospective
    customers), suppliers, methods, products, plans, finances, trade
    secrets or otherwise to the business or affairs of the Discloser;

    (c) the contemplation and implementation of the Purpose, and the


    existence and content of this Agreement;

    Intellectual Property Rights: ​intellectual and industrial property


    rights, including copyright (including moral rights), patents,
    know-how, trade secrets, trademarks, service marks, trade names,
    design rights, registered designs, get-up, database rights, chip
    topography rights, mask works, utility models, domain names, rights
    in trade and business names and all similar rights and, in each case:

    (a) whether registered or not;

    (b) including any applications to protect or register such rights;

    (c) including all renewals and extensions of such rights or


    applications;

    (d) whether vested, contingent or future;

    (e) wherever existing;

    Purpose:​ performing, in the capacity of hired assistant to the


    Discloser, all sorts of business-related administrative and secretarial
    tasks as requested from time to time by the Discloser, ranging from
    sorting documents and communicating with prospective and existing
    contacts to making payments on behalf of the Discloser;

    Use: ​receive, store, transmit, access, read, analyze, disclose, share,


    print, copy, reproduce, extract, modify, adapt, incorporate, exploit or
    use Confidential Information in whole or in part in any manner
    whatsoever.

    2. Provision and use of Confidential Information

    2.1. The Discloser may during the term of this Agreement disclose
    Confidential Information only for the Purpose and, in
    consideration of the Discloser disclosing any Confidential
    Information to the Recipient, the Recipient undertakes to the
    Discloser that it shall:
    2.1.I. keep all Confidential Information secret and confidential,
    and not disclose any of it to any person other than in
    accordance with clause 3;

    NDA page 2 of 6
    2.1.II. not Use the Confidential Information in any way except to
    the extent reasonably necessary for the Purpose, and not
    Use or benefit from any Confidential Information to
    procure any commercial advantage over the Discloser;
    2.1.III. create and maintain the best industry standards of
    security in order to ensure that the Confidential
    Information is secure from unauthorized access.
    2.2. The confidentiality obligations of the Recipient shall survive and
    subsist in relation to any Confidential Information for a period
    of at least five years from the date of the last disclosure under
    this Agreement.

    3. Authorized Disclosures

    The Recipient may disclose the Confidential Information to any of its


    directors, officers, employees, consultants, professional advisers or
    any other person who has been previously approved in writing by the
    Discloser, provided that it ensures that such persons undertake to
    comply with the same duties of confidence and the same
    confidentiality obligations as the Recipient and gives, upon request by
    the Discloser, evidence of compliance with this clause.

    4. Excluded Information

    4.1. The Recipient’s obligations under this Agreement do not apply


    to, and Confidential Information does not include, any
    information to the extent to which the Recipient can prove to
    the Discloser’s reasonable satisfaction:
    4.1.I. was already known to the Recipient, otherwise than under
    any obligation of confidentiality, prior to its disclosure by
    the Discloser;
    4.1.II. was disclosed to the Recipient without any obligation of
    confidence to the Discloser by a third party who has not
    derived it directly or indirectly in breach of an obligation of
    confidentiality owed to the Discloser
    4.1.III. was at the time of disclosure or subsequently becomes,
    published, accessible to the public or otherwise in the
    public domain, other than through a breach by the
    Recipient of this Agreement.
    4.2. The Recipient is not in breach of its obligations under this
    Agreement to the extent that any Confidential Information is

    NDA page 3 of 6
    required to be disclosed by any law or regulation or by any
    judicial or governmental order or request, provided that the
    Recipient immediately notifies the Discloser of such requests to
    the extent permitted by the request.

    5. Intellectual Property Rights

    The Recipient acknowledges that ownership of the Confidential


    Information including all Intellectual Property Rights in such
    information remains vested in and shall vest in the Discloser and that
    no license or right is granted other than to the extent expressly set
    out in this Agreement.

    6. Indemnity

    The Recipient shall indemnify the Discloser from and against all and any
    losses, damages (including any consequential damages), liability,
    costs (including reasonable legal fees), expenses, claims (including
    any settlements of claims before or after issue of proceedings),
    actions, proceedings, fines and penalties, however arising out of, or
    in connection with, the breach of this Agreement or the
    unauthorized disclosure or Use of any of the Confidential
    Information by the Recipient or by any of its Authorized Persons.

    7. Equitable Relief

    The Recipient recognizes that any breach or threatened breach of this


    Agreement may cause the Discloser irreparable harm for which
    damages may not be an adequate remedy. Accordingly, in addition
    to any other remedies and damages available to the Discloser, the
    Recipient acknowledges and agrees that the Discloser is entitled to
    the remedies of specific performance, injunction and other equitable
    relief without proof of special damages.

    8. Termination

    8.1. This Agreement shall terminate on the earliest to occur of the


    following dates or events:
    8.1.I. the date on which the parties have agreed that the
    Purpose has been fulfilled;

    NDA page 4 of 6
    8.1.II. the date specified in a written notice of termination served
    by one party to the other, being a date not less than one
    month following the date of service of such notice;
    8.1.III. immediately upon service of a written notice served by the
    Discloser on the Recipient following a material breach of
    this Agreement by the Recipient.
    8.2. Upon termination of this Agreement or upon receipt by the
    Recipient of an earlier written demand from the Discloser:
    8.2.I. the Recipient must immediately stop Using any
    Confidential Information;
    8.2.II. the Recipient must return, or as the Discloser so requests,
    destroy any and all materials and (electronic and hard)
    copies of those materials containing Confidential
    Information;
    8.2.III. the Recipient must provide the Discloser, if the Discloser
    so requests, with evidence or a written signed statement
    confirming that the Recipient has complied with all of its
    obligations under this Agreement.

    9. General Provisions

    9.1. No breach of any provision of this Agreement shall be waived


    except with the express written consent of the party not in
    breach.
    9.2. If any provision of this Agreement is determined by any court
    or other competent authority to be unlawful and/or
    unenforceable, the other provisions of this Agreement will
    continue in effect. If any unlawful and/or unenforceable
    provision would be lawful or enforceable if part of it were
    deleted, that part will be deemed to be deleted, and the rest of
    the provision will continue in effect (unless that would
    contradict the clear intention of the parties, in which case the
    entirety of the relevant provision will be deemed to be deleted).
    9.3. This Agreement may not be varied except by a written
    document signed by or on behalf of each of the parties.
    9.4. Neither party may without the prior written consent of the
    other party assign, transfer, charge, license or otherwise deal
    in or dispose of any contractual rights or obligations under this
    Agreement.
    9.5. This Agreement shall constitute the entire agreement between
    the parties in relation to the subject matter of this Agreement,
    and shall supersede all previous agreements, arrangements

    NDA page 5 of 6
    and understandings between the parties in respect of that
    subject matter.

    10. Governing Law

    This Agreement is governed by and construed in accordance with the laws


    of the State of Pennsylvania, without reference to its conflict of law
    provisions. The Federal and State courts located in Philadelphia shall
    have sole and exclusive jurisdiction over any disputes arising out of
    or in connection with this Agreement.

    EXECUTION

    The parties have indicated their acceptance of this Agreement by


    executing it below.

    SIGNED BY Ross Bollinger on ​(DATE),​ duly authorised for and on behalf


    of the Discloser:

    SIGNED BY ​(NAME OF STUDIO HEAD​) on ​(DATE)​:

    ........................................

    NDA page 6 of 6

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