NON-DISCLOSURE AGREEMENT

 

THIS AGREEMENT is made and entered into on [DATE]

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BETWEEN:

Profundus Publications [Address Line 1] [Address Line 2] [City, Postcode] [United Kingdom] [Email] [Phone]

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(hereinafter referred to as the "Disclosing Party")

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AND:

[RECIPIENT NAME] [Company/Organisation Name (if applicable)] [Address Line 1] [Address Line 2] [City, Postcode] [Country] [Email] [Phone]

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(hereinafter referred to as the "Receiving Party")

(collectively referred to as the "Parties")

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EFFECTIVE DATE: [Date of Agreement]

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1. PURPOSE

The Disclosing Party wishes to share certain confidential information with the Receiving Party for the purpose of [SELECT ONE: exploring publication opportunities / evaluating potential film, television, or other media adaptations / seeking representation / considering a potential business relationship] related to the intellectual property identified in Schedule A (the "Purpose").

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2. CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, electronically, or by any other means, including but not limited to:

a) The intellectual property described in Schedule A;

b) Literary works, manuscripts, treatments, synopses, outlines, character descriptions, story arcs, plot elements, themes, and concepts;

c) Screenplays, scripts, storyboards, and other visual materials;

d) Character designs, world-building elements, and other creative content;

e) Marketing plans, distribution strategies, financial projections, and business models;

f) Unpublished creative content in any form;

g) The Disclosing Party's proprietary methods, techniques, processes, and systems;

h) Any other information that should reasonably be recognized as confidential information of the Disclosing Party.

Information will not be considered Confidential Information if such information:

i) Was in the public domain at the time it was disclosed;

ii) Entered the public domain subsequent to disclosure, through no fault of the Receiving Party;

iii) Was lawfully obtained by the Receiving Party from a third party who had the right to disclose such information;

iv) Was independently developed by the Receiving Party without use of or reference to the Confidential Information.

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3. RECEIVING PARTY'S OBLIGATIONS

The Receiving Party agrees to:

a) Keep all Confidential Information strictly confidential;

b) Not disclose any Confidential Information to any third party without prior written consent from the Disclosing Party;

c) Use the Confidential Information solely for the Purpose described in Section 1;

d) Take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information;

e) Not copy, reproduce, or distribute any Confidential Information except as necessary for the Purpose;

f) Return or destroy all Confidential Information (including all copies) upon request of the Disclosing Party or upon termination of discussions related to the Purpose;

g) Restrict access to Confidential Information to those employees, agents, representatives, and advisors who need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein;

h) Notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate with the Disclosing Party to help regain possession of the Confidential Information and prevent its further unauthorized use.

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4. INTELLECTUAL PROPERTY RIGHTS

a) All Confidential Information remains the property of the Disclosing Party. No licence or other rights to Confidential Information are granted to the Receiving Party except the limited right to use the Confidential Information for the Purpose.

b) The Receiving Party acknowledges that the Disclosing Party is the sole owner of all intellectual property rights, including but not limited to copyrights, trademarks, and other proprietary rights, in and to the Confidential Information.

c) The Receiving Party shall not claim ownership of, or derive any intellectual property rights from, any Confidential Information.

d) The disclosure of Confidential Information shall not constitute any representation, warranty, assurance, guarantee, or inducement by the Disclosing Party to the Receiving Party with respect to the non-infringement of trademarks, patents, copyrights, or any other intellectual property rights or other rights of third parties.

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5. SIMILAR MATERIALS

a) The Receiving Party acknowledges that the Disclosing Party may have previously conceived or developed materials similar to those contained in the Confidential Information, or may independently conceive or develop such materials in the future.

b) The Receiving Party acknowledges that being exposed to the Confidential Information may limit their ability to work on similar projects with third parties without risking violation of this Agreement.

c) Nothing in this Agreement shall prevent the Receiving Party from independently developing materials similar to the Confidential Information, provided that the Receiving Party does not use or reference any Confidential Information in such development.

6. NO OBLIGATION

a) Nothing in this Agreement shall obligate either Party to proceed with any transaction between them.

b) The Parties understand that, unless and until a definitive agreement regarding a business relationship has been executed and delivered, neither Party will be under any legal obligation of any kind with respect to such a business relationship.

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7. TERM AND TERMINATION

a) This Agreement shall remain in effect for a period of [three (3) years] from the Effective Date, unless terminated earlier by mutual written agreement of the Parties.

b) The confidentiality obligations contained herein shall survive the termination of this Agreement for a period of [five (5) years] thereafter.

 

8. REMEDIES

a) The Receiving Party acknowledges that any breach of this Agreement will cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, in the event of any breach or threatened breach of this Agreement.

b) The Receiving Party agrees to indemnify the Disclosing Party against any and all losses, damages, claims, costs, and expenses that the Disclosing Party may incur as a result of a breach of this Agreement by the Receiving Party.

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9. GENERAL PROVISIONS

a) Governing Law: This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

b) Jurisdiction: The Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or relating to this Agreement.

c) Entire Agreement: This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or negotiations.

d) Modification: This Agreement may only be modified by a written amendment signed by authorised representatives of both Parties.

e) Severability: If any provision of this Agreement is found to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

f) Waiver: No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of such right or any other right.

g) Assignment: This Agreement may not be assigned by either Party without the prior written consent of the other Party.

h) Notices: All notices under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as may be specified by either Party in writing.

i) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed to be original signatures for all purposes.

j) Data Protection: The Parties shall comply with all applicable data protection legislation, including the UK General Data Protection Regulation and the Data Protection Act 2018.

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10. ACKNOWLEDGMENT

By signing below, each Party acknowledges that they have read and understand this Agreement, and agree to be bound by its terms and conditions.

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DISCLOSING PARTY: Profundus Publications

Signature: _______________________________

Name: ___________________________________

Title: ___________________________________

Date: ___________________________________

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RECEIVING PARTY: [Recipient Name/Company]

Signature: _______________________________

Name: ___________________________________

Title: ___________________________________

Date: ___________________________________

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SCHEDULE A: DESCRIPTION OF INTELLECTUAL PROPERTY

This Non-Disclosure Agreement pertains to the following intellectual property:
 

Title of Work: [TITLE OF BOOK/SCREENPLAY/PROJECT]
 

Type of Work: [SELECT ONE OR MORE: Novel / Series / Screenplay / Treatment / Television Pilot / Other (specify)]
 

Created by: [AUTHOR/CREATOR NAME]

 

Registration Information (if applicable):

• UK Intellectual Property Office Registration Number: [NUMBER]

• Other Registration: [DETAILS]
   

Brief Description: [PROVIDE A BRIEF DESCRIPTION OF THE WORK, SUFFICIENT TO IDENTIFY IT BUT WITHOUT REVEALING KEY CONFIDENTIAL ELEMENTS]
 

Materials to be Disclosed:

• [LIST OF SPECIFIC MATERIALS BEING SHARED, e.g., "Complete manuscript," "First three chapters," "Treatment and character bible," "Pilot script," etc.]

Additional Notes: [ANY ADDITIONAL INFORMATION OR SPECIAL INSTRUCTIONS REGARDING THE MATERIALS]