The Disclosing Party and the Recipient may be referred to individually as a “Party” and together as the “Parties.”
1. Confidential Information
For purposes of this Agreement, “Confidential Information” means any non-public information disclosed by or on behalf of the Disclosing Party to the Recipient, whether disclosed orally, visually, in writing, electronically, or in any other form, that a reasonable person would understand to be confidential in the circumstances.
Confidential Information includes, without limitation, information relating to the Disclosing Party’s business, operations, finances, pricing, customers, suppliers, marketing, strategies, creative concepts, scripts, treatments, music, recordings, works-in-progress, production plans, technical information, processes, know-how, and any notes or materials derived from such information.
Confidential Information remains Confidential Information whether or not it is marked or identified as confidential.
2. Recipient Obligations
The Recipient agrees to:
Keep it confidential. Hold all Confidential Information in strict confidence and protect it using at least a reasonable standard of care.
Use it only for discussions. Use Confidential Information only for the purpose of evaluating and/or discussing a potential business or creative relationship with the Disclosing Party.
Do not disclose. Not disclose Confidential Information to any third party, except to the Recipient’s employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as this Agreement.
Prevent unauthorized access. Take reasonable steps to prevent unauthorized use, disclosure, copying, or publication of Confidential Information.
Notify. Promptly notify the Disclosing Party if the Recipient becomes aware of any unauthorized use or disclosure.
3. Exclusions
The Recipient’s obligations under this Agreement do not apply to information that the Recipient can demonstrate:
was publicly known at the time of disclosure, or later becomes publicly known through no act or omission of the Recipient;
was lawfully known to the Recipient before disclosure by the Disclosing Party;
is lawfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or
is independently developed by the Recipient without use of or reference to the Confidential Information.
If the Recipient is required by law, regulation, or court order to disclose any Confidential Information, the Recipient will (to the extent legally permitted) provide the Disclosing Party with prompt notice and will disclose only the minimum amount required.
4. Term
This Agreement begins on the Effective Date.
The Recipient’s duty to protect Confidential Information continues for five (5) years from the date the Confidential Information is disclosed.
Any Confidential Information that constitutes a trade secret (if any) will be protected for as long as it remains a trade secret under applicable law.
5. Miscellaneous
No rights granted. No license or other rights are granted to the Recipient except the limited right to review and use Confidential Information as permitted under this Agreement.
No waiver. A failure or delay by either Party to enforce any provision of this Agreement will not constitute a waiver.
Severability. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in effect.
Governing law. This Agreement is governed by the laws of the Province of British Columbia and the applicable federal laws of Canada.
Entire agreement. This Agreement is the entire agreement between the Parties regarding confidentiality and supersedes all prior discussions or understandings on that subject.
Electronic acceptance. The Parties agree that electronic signatures and acceptance through an online form are intended to be binding and enforceable.
6. Acceptance and Signature
By signing below, the Recipient agrees to be bound by this Agreement.
