By signing below you, you agree not to use, share, or distribute the ideas presented in this proposal without written permission from Unison Productions LLC.
The parties agree as follows:
1. Purpose
The Disclosing Party intends to disclose certain confidential and proprietary information (the "Confidential Information") to the Receiving Party for the purpose of evaluating a Proof of Concept ("PoC") related to Episodic Content Created for New York Auto Museum.
2. Definition of Confidential Information
For the purposes of this Agreement, "Confidential Information" includes, but is not limited to, all business, technical, financial, and other information disclosed by the Disclosing Party to the Receiving Party that is marked or otherwise identified as confidential or proprietary, including any data, reports, designs, inventions, software, code, prototypes, or other materials related to the PoC.
3. Obligations of the Receiving Party
The Receiving Party agrees to: a) Maintain the confidentiality of the Confidential Information and use it solely for the purpose of evaluating the PoC. b) Not disclose the Confidential Information to any third parties without the prior written consent of the Disclosing Party. c) Take all reasonable precautions to protect the confidentiality of the Confidential Information.
4. Exclusions from Confidential Information
Confidential Information does not include information that: a) Was publicly known at the time of disclosure, or becomes publicly known through no breach of this Agreement. b) Was already in the possession of the Receiving Party without restriction prior to disclosure. c) Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
5. Term
This Agreement shall remain in effect for a period of [insert duration, e.g., 1 year] from the date of disclosure, unless earlier terminated by mutual written consent of the parties. The confidentiality obligations shall survive the termination of this Agreement for a period of 24 months.
6. No License
Nothing in this Agreement grants the Receiving Party any rights, title, or interest in the Confidential Information, except for the limited right to use it for the PoC evaluation.
7. Return of Materials
Upon the conclusion of the PoC evaluation or upon the Disclosing Party's request, the Receiving Party agrees to return or destroy all Confidential Information in their possession, including any copies or derivations thereof.
8. No Obligation to Proceed
Nothing in this Agreement obligates either party to proceed with any transaction or further discussions related to the PoC. Either party may terminate discussions at any time.
9. First Right of Refusal
In the event that the Disclosing Party intends to offer, license, or sell any products, services, or intellectual property arising from or related to the PoC, the Disclosing Party agrees to first offer such opportunity to the Receiving Party on terms that are no less favorable than those offered to third parties. The Receiving Party shall have 30 days from the date of receiving written notice of the offer to exercise their right of first refusal. If the Receiving Party declines or does not respond within the specified period, the Disclosing Party may proceed with offering such opportunity to third parties.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania.
11. Miscellaneous
a) This Agreement represents the entire understanding between the parties regarding the subject matter and supersedes all prior discussions or agreements. b) Any amendments to this Agreement must be in writing and signed by both parties.
