CONTEXTO: Você, como representante legal da Disclosing Party, encontra-se diante de uma importante

atividade de análise de um Non Disclosure Agreement (NDA). A sua responsabilidade é garantir que os
interesses da Disclosing Party sejam protegidos de maneira eficaz.

Ao analisar o contrato fornecido, fica evidente que há a necessidade de marcações e alterações para
salvaguardar os interesses da Disclosing Party.

NON DISCLOSURE AGREEMENT

This NONDISCLOSURE AGREEMENT (“Agreement”) is made and entered into as of the ___ day of
__________________, 20__ (“Effective Date”) by and between _________________(the “Receiving Party”)
and _________________(“the Disclosing Party”) (collectively the “Parties”).

WHEREAS, Receiving Party wishes to receive Confidential Information (defined below) for the
purpose set forth on Exhibit A hereto (the “Purpose”).

WHEREAS, for the purpose of preventing the unauthorized disclosure of Confidential Information (as
hereinafter defined), the Parties wish to agree on the terms and conditions to govern the confidentiality of the
exchanged information.

NOW, THEREFORE, the Parties mutually agree to enter into a confidential relationship with respect to
the disclosure of certain proprietary and confidential information in accordance with the terms and conditions
stated herein:

1. Definitions.

“Confidential Information” means all information of proprietary, protected or confidential nature disclosed to
by the Disclosing Party toby the Receiving Party either directly or indirectly, in writing, digitally,
electronically, orally or by demonstration, whether of technical, business or other nature. In order the be
considered effectively confidential, said information shall have a label or a stamp in the materials with the
word “Confidential” or some similar warning. The confidential information includes without limitation, all
style guides, titles of animated programs or other entertainment, character names, plot lines,
marketing/advertising strategies, concepts, ideas, plans, literary elements, content, drawings, models, data,
specifications, summaries or reports, compilations, samples, episodic or mini-clips utilizing the Disclosing
Party’s property, all of the Disclosing Party’s intellectual property (including but not limited to patents,
trademarks, trade names, inventions, copyrights, know-how, trade secrets), programming, and information
relating to technology, customers, business plans, finances and other business affairs of the Disclosing Party.
In addition, Confidential Information may be in the nature of unwritten knowledge and includes all information
concerning the existence of contents.

2. Exclusions from Definition.

2.1. The term “Confidential Information” shall not include any information which the Receiving Party can
establish that: (i) was already known by to the Receiving Party at the time of disclosure by the Disclosing
Party; (ii) was or becomes publicly available even with a breach of this Agreement; (iii) at the time of
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disclosure had been available to the Receiving Party on a non-confidential basis by a source other than
the Disclosing Party if, to the best knowledge of the Receiving Party, such source was not under a duty to
the Disclosing Party to keep such information confidential; (iv) was known to the Receiving Party only
after the disclosure by the Disclosing Party; or (iii v) at the time of disclosure, had been independently
developed, without use of or reliance upon the Confidential Information by the Receiving Party, as
evidenced by the Receiving Party’s records.

3. Restriction on Use and Non-Disclosure Obligation.

3.1. At all times that the Receiving Party is in possession of Confidential Information, the Receiving
Party shall: (i) hold Confidential Information in strict confidence; (ii) exercise at least the same care in
protecting Confidential Information from disclosure as the Receiving Party uses with regard to its own
confidential information; (iii) not use any portion of Confidential Information in any manner or for any
purpose other than for the Purpose, and during such time as necessary to accomplish the Purpose, and
only as necessary and/or appropriate in connection with the Purpose; (iv) disclose Confidential
Information to any third party, even if it does not obtains the prior consent of the Disclosing Party. The
Receiving Party shall disclose Confidential Information only to its employees, directors, officers and
advisers who have a reasonable need to know the Confidential Information, and who are bound by
duties of confidentiality and limited use at least as strict as those stated herein, and in that case, the
Disclosing Party will be responsible for their breach of this Agreement. Notwithstanding the
foregoing, the Receiving Party may disclose Confidential Information to its Affiliate’s employees,
directors and officers, who need to know the information in order to effect the Purpose, are bound by
duties of intellectual property and limited use at least as strict as those stated herein, and is responsible
for their breach of this Agreement. “Affiliate” means any corporation or other entity that has a
contractual relationship with the Receiving Party.

3.2. The Receiving Party may disclose Confidential Information if compelled or required to do so by
statute, court of law, other legal process or governmental order; provided that the Receiving Party: (i)
gives the Disclosing Party prompt written notice of an impending disclosure pursuant to this provision;
(ii) provides reasonable assistance to the Disclosing Party in opposing or limiting the compelled or
required disclosure; and (iii) makes only such disclosure as is compelled or required.

4. Transfer and No Further Rights.

4.1. This Agreement is not, in any instance, an indication or a sign of a transfer of All right, title and or
interest ofin and to the Confidential Information and intellectual property of the Disclosing Party or
produced based on or including any Confidential Informationdisclosure is transferred to the property ofto
the Receiving Party. All in this Agreement and shall be construed as granting to or conferring upon the
Receiving Party any of its rights are and will still belong exclusively to the Disclosing Partyby license to use
or any other interest or rights with respect to the Confidential Information.

4.2. No representation is made by the Disclosing Party that Confidential Information provided to the Receiving
Party is complete or accurate in all respects or that Disclosing Party has any rights therein.

5. Injunctive Relief.

5.1. The Receiving Party shall notify the Disclosing Party in thirty (30) business days upon discovery
of any unauthorized disclosure or use of Confidential Information. The Receiving Party shall employ its
best endeavors to ensure thatmay cooperate with the Disclosing Party to help the Disclosing Party regains
possession of its Confidential Information and/or to prevent further unauthorized use or disclosure.

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5.2. It is further understood and agreed that the notification toof the Disclosing Party will not be
sufficient to resolve the breach of the confidentiality obligations set herein. Therefore, upon any money
damages for any breach of this Agreement caused by the Receiving Party, by either Party the Disclosing
Party shall be entitled to seek equitable relief from, the Disclosing Party, including injunctive relief and
specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the
exclusive remedies for a breach of this Agreement but shall be in addition to all other remedies available
at law or equity.

6. Return of the Confidential Information.

6.1. The Receiving Party, upon completion of the Purpose or when no longer required for the Purpose,
and/ or upon receipt of a request from the Disclosing Party for the return of Confidential Information,
shall, within five (5) business days of receipt of such a request to the extent commercially feasible: (i)
return to the Disclosing Party all Confidential Information, without retaining any copies thereof
(whether in writing or any other tangible form) and at the Receiving Party’s expense; and (ii) delete all
physical Confidential Information provided in any intangible form and certify the completion of
such deletion in writing to the Disclosing Party, provided that the Receiving Party shall be entitled to retain,
subject to the confidentiality provisions set forth herein, all internal notes and materials, all investment
committee and board notes and minutes containing Confidential Information to the extent that they are used for
such Party’s corporate decision making process..

6.2. Upon Disclosing Party’s request, the Recipient shall promptly provide to the Disclosing Party a
certificate of destruction or comparable evidence that Confidential Information has been disposed of as
provided above.

7. Term.

7.1. The obligation of confidentiality and limited use of the Receiving Party hereunder will be immediately
terminated and be of no further effect, under the terms of this Agreement, will be in force for 5 (five) years
after que signature of this Agreementas soon as any of the Parties decide to terminate the efficacy of this
Contract.

8. Severability.

8.1. In the event a court of competent jurisdiction finds that any provision of this Agreement is unlawful or
unenforceable, then it is the intent of the Receiving Party that such court applies a rule of reasonableness and
modifies the provision in question so that it will remain in effect to the greatest extent permitted by law. In the
event, a court finds such procedure to be inappropriate, then the provision held unlawful or unenforceable shall
be deleted from this Agreement and the remaining provisions of this Agreement will remain in full force and
effect.

98. Governing Law.

98.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of New York, USA, without reference to conflict of laws or principles thereof. All disputes
arising out of or in connection with this Agreement shall be fully settled under the Rules of Arbitration
of the International Chamber of Commerce by one or more arbitrators appointed in accordance with
said Rules. Arbitration shall take place wherever the Receiving Party decides to conduct the settlement
of said disputes , as well as the language to be used in the arbitration proceeding .

110 . Miscellaneous.
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110 .1. The terms and provisions of this Agreement will inure to the benefit of each Party’s successors
and assigns.
10.2. The Parties may shall not assign or transfer the terms and provisions of this Agreement without
the consent of the other Party .

10.3. No failure or delay by either Party in exercising any right, power or privilege hereunder shall
operate as a waiver hereof; all waivers being required to be in writing signed by the waiving Party.

10.4. This Agreement contains the full and complete understanding of the parties with respect to the
subject matter of this Agreement and supersedes all prior representations and understandings
concerning the same subject matter whether they are oral or written.

10.5. This Agreement may be signed in counterparts, each of which shall be deemed an original but all of
which shall be deemed to constitute a single instrument. The parties intend to allow for the electronic
execution, delivery, imaging and storage of this Agreement and the admissibility into evidence of such an
image in lieu of the original paper version of this Agreement. The parties stipulate that any computer
printout of any such image of this Agreement shall be considered to be an “original” under the
applicable court or arbitral rules of evidence when maintained in the normal course of business and shall
be admissible as between the parties to the same extent and under the same conditions as other business
records maintained in paper or hard copy form.

10.6. The parties agree not to contest, in any proceeding involving the parties in any judicial or other
forum, the admissibility, validity, or enforceability of any image of this Agreement because of the fact
that such image was stored or handled in electronic form.

10.7. The parties acknowledges that money damages, due to the unique nature of the Confidential
Information, is not sufficient compensation for a breach of this Agreement, therefore, in such event, the
dDisclosing pParty agrees that it shall not seek court orders to ensure sufficient and proportional indemnity
for the damages, as well as to stop Confidential Information from becoming public in breach of this
Agreement.

This Agreement shall not bebe duly effective from the first confidential information sharing between the
Parties. until duly executed and delivered by each of the parties hereto.

IN WITNESS WHEREOF, the Parties have caused their duly authorized representatives to execute this
Agreement.

_______________________

_______________________

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By: By:

Name: Name:

Title: Title: