MUTUAL CONFIDENTIALITY AGREEMENT

In connection with their interest in and for the limited purpose of considering a possible
employer/employee relationship (“Transaction”) between them,
______________________________________________(“Producer”), with an address at
______________________________________________ and
______________________________________________(“Individual”), with an address
at_____________________________________________________ have entered into this Mutual
Confidentiality Agreement (“Agreement”) as of this __ day of ___________________, 2020. The
parties acknowledge that each of them may exchange information which is secret, nonpublic or
proprietary in nature or that otherwise is described in Section 1(a) through (c) below (such information
is collectively referred to as, “Confidential Information”) under the following terms.

1. If during the course of discussions between Producer and Individual, one party discloses any
information (“Disclosing Party”) to the other party (“Receiving Party”) then the Receiving Party shall
not, without the prior written consent of the Disclosing Party, disclose such information, in whole or in
part, of the Disclosing Party to the extent that:

a. it has been designated orally or in writing as “Confidential” or “Proprietary”;

b. it contains certain information which is generally treated as proprietary, such as information

c. it contains certain information, whether or not in written form and whether or not designated as
confidential or proprietary, which the Receiving Party reasonably knows or should reasonably
understand to treat as confidential.

The Receiving Party shall not use Confidential Information other than in connection with the
Transaction and then only to the extent specified by the Disclosing Party in such consent.
Confidential Information may be used and disseminated within the Receiving Party’s own
organization only to persons with a need to know such information and to the extent reasonably
required for the purposes hereof.

2. The Receiving Party shall exercise the same degree of care in safeguarding the Confidential
Information of the Disclosing Party that it would exercise for its own information of the same type
provided that no less than reasonable care be used. The Receiving Party shall authorize access to
the Disclosing Party’s Confidential Information only to its personnel and other appropriately
authorized agents and representatives who need to know such information, are required to protect
the Confidential Information consistent with the terms and conditions of this Agreement. The
Receiving Party agrees to notify the Disclosing Party promptly upon discovery of any unauthorized
use or disclosure of the Disclosing Party’s Confidential Information;  and cooperate with the other to
help regain control of the Confidential Information and prevent further unauthorized use or disclosure.

3. The restrictions on use or disclosure described in Sections 1 and 2 above do not extend to any
item of information which:

a. is or becomes publicly available at the time of its disclosure without breach of this Agreement;

INITIALS:________,_________ 1
b. is received from a third party not precluded by law or confidentiality obligations from disclosing
the same;

c. is published or made known to the public by the Disclosing Party subsequent to receipt by the
Receiving Party

d. was lawfully known to the Receiving Party without an obligation to keep it confidential;

e. was generated or independently developed by Receiving Party prior to its receipt from the
Disclosing Party; or

f. is required by law or other legal authority to be disclosed, provided that the Receiving Party
gives the Disclosing Party prior notice of the required disclosure so that appropriate protective orders
or other legal remedies may be sought and provided that such information be used only for the
purposes for which the order was issued and only to the extent necessary for compliance with the
order.

4. No license, interest or right of any kind is granted or implied to the Receiving Party under any
trademark, patent, copyright or other intellectual property rights which are now or may hereafter be
owned by the Disclosing Party. Neither party is required to restrict work assignments of
representatives who have had access to Confidential Information. The parties acknowledge that the
Receiving Party cannot control the incoming information that the Disclosing Party will disclose to the
Receiving Party in the course of working together, or what the Receiving Party’s representatives will
remember, even without notes or other aids. The parties agree that use by the Receiving Party of
information in its representatives’ unaided memories in the development or deployment of its
respective products or services does not create liability under this Agreement or trade secret law, and
the parties agree to limit disclosures to the other accordingly.

5. Each party agrees that money damages may not be a sufficient remedy for its breach of this
Agreement, as such violation could cause irreparable injury to the other party. Accordingly, either
party shall be entitled to seek an injunction or other appropriate equitable or legal relief to restrain any
breach or threatened breach of this Agreement. The prevailing party shall be entitled to recover all
costs and expenses, including reasonable attorney fees, incurred in any such action.

6. Upon demand by the Disclosing Party, the Receiving Party shall return any Confidential
Information of the other and all physical media on which Confidential Information was received,
including any copies thereof, with a letter confirming that the Confidential Information has in no way
been reproduced or copied or that all copies have been returned, provided however, that the
Receiving Party may keep one copy solely for archival purposes.

7. The Parties have entered into this Agreement only for the purposes of facilitating discussions
regarding the Transaction and neither party shall be under any further obligation to consummate the
Transaction or divulge any Confidential Information merely by executing this Agreement.

8. The Disclosing Party shall not transmit and the Receiving Party shall not use Confidential
Information in violation of any law, rule or regulation nor the proprietary, privacy or other rights of any
third party. Except for this Section and Section 5, neither party shall bear liability for any expenses,
costs, losses or actions incurred or undertaken as a result of the receipt or use of Confidential
Information by the Receiving Party. If any provision of this agreement is unenforceable, the parties

INITIALS:________,_________ 2
(or, if the parties cannot agree, a court) will revise it so that it can be enforced.  Even if no revision is
possible, the rest of this Agreement will remain in place.

9. This Agreement continues in effect until terminated by either party. Either party may terminate this
Agreement for any reason by providing the other with 30 days’ advance written notice. Termination of
this Agreement will not change any of the rights and duties made while this Agreement is in effect and
the parties’ obligations regarding use and disclosure of Confidential Information shall survive any
termination of this Agreement.

10. This Agreement shall be binding on the parties, their affiliates, subsidiaries, successors and
assigns. An “affiliate” is any legal entity that one of us owns, that owns one of us or that is under
common control with one of us. “Control” and “own” mean possessing a 50% or greater interest in an
entity or the right to direct the management of the entity.
11. The laws of the State of New York govern this agreement.  If federal jurisdiction exists, the parties
consent to jurisdiction and venue in the federal courts in New York County, New York. If not, the
parties consent to jurisdiction and venue in the Superior Court of New York County, New York.

PRODUCER (“PRODUCER”) NAME (“Individual”)

___________________________________ ____________________________________
Name (Signature) Name (Signature)

___________________________________ ____________________________________
Print Print

___________________________________ ____________________________________
Title Title

INITIALS:________,_________ 3