Micro-Budget NDA
Micro-Budget NDA
1. For purposes of this Agreement, "Information" shall include all information or material
that has or could have commercial value or other utility in the business in which
Disclosing Parties are engaged, or has or could be used in the creation of future similar
ventures, including, but not limited to, story, ideas, concepts and fictional characters that
may be deemed included and considered as Intellectual Property.
2. Receiving Party agrees not to sell, deal in, or otherwise use or appropriate the disclosed
Information in any way whatsoever, including but not limited to, adaptation, imitation,
redesign, or modification and Receiving Party shall hold and maintain the Information in
strictest confidence for the sole and exclusive benefit of the Disclosing Parties. Receiving
Party shall restrict access to Information to only those third parties, employees, or
consultants as is reasonably required for the Receiving Party’s evaluation to determine its
interest in the commercial exploitation of the Information and shall require those persons
to be bound by nondisclosure restrictions at least as protective as those in this Agreement.
Receiving Party understands and agrees that the unauthorized disclosure of the
Information by the Receiving Party to others would irreparably harm the Disclosing
Parties. Receiving Party shall not, without prior written approval of the Disclosing
Parties, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to
others, or permit the use by others for their benefit or to the detriment of the Disclosing
Parties, any Information. Receiving Party shall return to Disclosing Parties any and all
records, notes, and other written, printed, or tangible materials in its possession pertaining
to Information immediately if the Disclosing Parties requests it in writing.
3. If, on the basis of the evaluation of the Information, Receiving Party wishes to pursue
the exploitation thereof, Receiving Party agrees to enter into good faith negotiations to
arrive at a mutually satisfactory agreement for these purposes. Until and unless such an
agreement is entered into, this Nondisclosure Agreement shall remain in force.
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4. The nondisclosure provisions of this Agreement shall survive the termination of this
Agreement and Receiving Party's duty to hold Information in confidence shall remain in
effect until the Information has willfully and fully been made public by the Disclosing
Parties for their own benefit or until Disclosing Parties sends Receiving Party written
notice releasing Receiving Party from this Agreement, whichever occurs first.
6. The failure of either party to enforce its rights under this Agreement at any time for
any period shall not be construed as a waiver of such rights. If a court finds any part, term
or provision of this Agreement invalid or unenforceable, the remainder of this Agreement
shall be interpreted so as best to effect the intent of the parties. This Agreement and each
party's obligations shall be binding on the representatives, assigns and successors of such
party. This Agreement constitutes complete understanding of the parties with respect to
the subject matter and supersedes all prior proposals, agreements, representations, and
understandings with respect hereto.
7.In the event a lawsuit is brought to enforce the terms of this Agreement, the prevailing
party shall be entitled to an award of its reasonable attorneys’ fees and costs.
______________________________________________________________ (Signature)
______________________________________________________________ (Signature)