NON-DISCLOSURE AGREEMENT (NDA)

 

Creative Vision Studios and Raven Productions – NDATHIS IS A “NON-DISCOSURE AGREEMENT” (the "Agreement") dated this: 2 day of March (Month), 2024Starting Agreed Date: 2 day of March (Month), 2024 Expected Time Frame: Ongoing as agreed, firstly interview on set of new talk show entertainment for YouTube .BETWEEN: The Representatives / CEO’s of Creative Vision Studios and Raven Productions UK, and Position Within Project / Company: TALENT Full Name: Date of Birth: Address: C/o (the "Location Provider") OF THE FIRST PART -Creative Vision Studios and Raven Productions representative --NEAL SIMMONS - (Sign)-Name of Person Agreeing to NDA – (Sign)_____________________________________________________________________________________(the "Recipient") OF THE SECOND PART BACKGROUND: The Information Provider and the Recipient desire to enter into a partnership agreement with regard to: TALENT MANAGEMENT Use of the above-mentioned name in order for the purpose of filming and talent distribution for a profit, we may use footage taken by our own cinematography team for use in short or featured filming, for the purpose of advertising or promotional material, for the use of a festival or paid audience attendance (the "Permitted Purpose").The use of the name above allows Creative Vision Studios and Raven Productions to use the name of the talent and any material obtained under the legal “rights” for filming and promotional purposes. Creative Vision Studios and Raven Productions may also use their owned equipment for filming, lighting, and sound, including medical / safety and any prior agreed stunt equipment should it be required.Creative Visio Studios may request the use of equipment found onsite to be featured in the manor mentioned above, this will be entirely with prior agreement and will not feature anything that may have a negative impact on the location used.B.In connection with this specific NDA, the location and details we use will receive relevant and temporary information in regards to what will be happening during the “event” (this will be agreed under the 'Confidential Information' AKA DPA, Data Protection Act 2018 GDPR).C.IN CONSIDERATION OF and as a condition of the Information Provider providing the Confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows: Confidential Information to be shared amongst all partners in holding agreement.1.All written and oral information and materials disclosed or provided by the Information Provider to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient.2.'Confidential Information' means all data and information relating to the product or products of the Information Provider as well as all data and information relating to the Information Provider, including but not limited to, the following: a.'Customer Information' which includes names of customers of the Information Provider, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Information Provider; This information is only available to partnership members.b.'Intellectual Property' which includes information relating to the Information Provider's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);c.'Marketing and Development Information' which includes marketing and development plans of the Information Provider, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Information Provider which have been or are being discussed;d.'Business Operations' which includes internal personnel and financial information of the Information Provider, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Information Provider, and the manner and methods of conducting the Information Provider's business;e.'Product Information' which includes all specifications for products of the Information Provider as well as work product resulting from or related to work or projects of the Information Provider, of any type or form in any stage of actual or anticipated research and development;f.'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Information Provider, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;g.'Service Information' which includes all data and information relating to the services provided by the Information Provider, including but not limited to, plans, schedules, manpower, inspection, and training information;h.'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Information Provider, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;i.Computer Technology' which includes all scientific and technical information or material of the Information Provider, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;j.'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Information Provider; and k. 'Partnership Agreement' which includes internal personnel and financial information of projects worked on within the business; “Creative Vision Studios and Raven Productions”. All projects created from idea to finish are collaborated by agreement amongst members. All parties must be agreement before projects may commence. All shares must be shared on an equal and prior agreed bases and any earnings are to be shared equally.l.Confidential Information will also include any information that has been disclosed by a third party to the Information Provider and is protected by a non-disclosure agreement entered into between the third party and the Information Provider.m.Only Creative Vision Studios and Raven Productions Representatives will be allowed to hold sensitive information of cast, crew or representatives, and all information told to CEO’s will be classed as private and will not be allowed to be shared with one else without consent, this is known as “private”.3.Confidential Information will not include the following information: a.Information that is generally known in the industry of the Information Provider;b.Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;c.Information rightly in the possession of the Recipient prior to the disclosure to the Recipient by the Information Provider, the burden being on the Recipient to establish this through documentation;d.Information that is independently created by the Recipient without direct or indirect use of the Confidential Information, the burden being on the Recipient to establish this through documentation; ore.Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it, the burden being on the Recipient to establish this through documentation.4.Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any associated affiliates or subsidiaries.5.The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.6.All Recipients may disclose any of the Confidential Information: a.to such employees, agents, representatives and advisors of the Recipient that have a need to know for the Permitted Purpose provided that: i.All Recipients have informed such personnel of the confidential nature of the Confidential Information.ii.Such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Recipient.iii.All Recipients agree to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; andiv.All Recipients agree to be responsible for and indemnify the Information Provider for any breach of this Agreement by their personnel.b.to a third party where the Information Provider has consented in writing to such disclosure; andc.to the extent required by law.7. All Recipients agree to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.Camera and Photography8.Use of cameras, mobile phones, or technology and photography on set are only permitted by a representative prior to use. 9.All mobile devices must be switched off at request of the CEO / Director on set.Ownership and Title10.No details that are obtained in this Agreement will grant favour to or either Recipient, either expressly or impliedly, any right, title, interest, or license in or to the intellectual property of the Information Provider. Both partners have equal rights and shares to all footage, script, and materials. However, all footage and recordings belong to Creative Vision Studios and Raven Productions and location would need consent from the companies CEO or higher authority representatives to obtain footage.Remedies11.All Recipient (parties) agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Information Provider. Accordingly, the Recipient agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Recipient and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.Return of Confidential Information12.All Recipients will keep track of all Confidential Information provided to them and the location of such information. The Information Provider may at any time request the return of all Confidential Information from the Recipient. Upon the request of the Information Provider, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will: a.return all Confidential Information to the Information Provider and will not retain any copies of this information;b.destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Recipient's review of the confidential information; Any notes made by non- Creative Vision Studios or Raven Productions representatives must be handed over to the representative on site.c.provide a certificate to the Information Provider that such materials have been destroyed or returned, as the case may be.Notices13.In the event that All Recipients are required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively to waive the Recipient's compliance with the provisions of this Agreement in regards to the request.14.If a Recipient loses or makes unauthorised disclosure of any of the Confidential Information, the Recipient will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.15.Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.16.Should either party break agreement that may or may not lead to a criminal defence, then a formal and face to face agreement must take place before proceeding with any solicitation to at least attempt negotiate terms.17.The addresses for any notice to be delivered to any of the higher representatives of this Agreement are as follows: a.Neal Simmons (Neil Edwards) (Founder and CEO of Creative vision Studios)29 Laurel Close, Furnace Green, Crawley, RH10 6QE (temporary head office location).Confidential Information18.The location partnership permits only those that are required to be on site.19.Anything that happens on set are to remain confidential and must not be shared without anyone else without permission from the representative of Creative Vision Studios and Raven Productions until such time that the project is completed.Representations20.In providing the Confidential Information, the Information Provider makes no representations, either express or implied as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade mark infringement that may result from the use of such information. The Information Provider will not be liable for any damage or loss that may occur from such provision or use of the Confidential Information.Termination21.Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time. Failure to follow protocol may lead to an automatic termination and possible legal consequences.Assignment22.Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.Amendments23.This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the Recipient.Governing Law24.This Agreement will be construed in accordance with and governed by the laws of both the United Kingdom and the United States of America governing bodies.General Provisions25.Time is of the essence in this Agreement.26.This Agreement may be executed in counterpart.27.Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.28.The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.29.All Recipients are liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient.30.The Information Provider and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Information Provider and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give the Information Provider the broadest possible protection against disclosure of the Confidential Information.31.No failure or delay by the Information Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.32.This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Information Provider and the Recipient.33.This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.