NDA Agreement


“BRAVO Network, Inc.”

This Confidentiality Agreement (the "Agreement") is entered into by and between BRAVO Network, Inc., Talent, and Client, as applicable (collectively, as applicable, “Recipient” and/or “Discloser”), in connection with the Services. All terms not otherwise defined herein shall have the meaning ascribed to them in the “Terms of Service”.

1.  Confidential Information.

This Agreement applies to Confidential Information disclosed any time in connection with the Services (the "Disclosure Period"). 
1. Confidential Information Defined. As used in this Agreement, "Confidential Information" means (i) all nonpublic information received or acquired by Recipient from Discloser during the term of this Agreement, including all information and material concerning the business, transactions, any proprietary information, written materials, distribution plans, financial information, project lists, promotional and marketing materials, copyrights, trade secrets, characters, story lines, scripts, budgets, contracts, reports, images, and Discloser information, details of current and prospective business transactions, business plans, and any other technical, financial, or other data or records of any type relating to Discloser or Disclosers business, whether written or otherwise; and (ii) any information or material that the Recipient or any company in the Recipient’s group may have independently received, learned of, conceived, and/or be involved with developing (now or in the future), and which information or material(s) is or has been independently developed by or for the Recipient, any other company in the Recipient’s group and/or any other third party, including any information or materials that are thematically similar or that contain elements (including scripts, stories, elements, artworks, treatments, concepts, music or formats) that are similar to any elements of the Confidential Information but that are or have been independently provided to and/or developed by or for the Recipient or any company in the Recipient group;
2. Information that is Not Confidential. Confidential Information will not include information that (i) is or becomes publicly known through no breach of this Agreement by Recipient, or (ii) is received by Recipient from a third party without restrictions as to the use and disclosure of the information. 

2.  Non-Disclosure

Recipient will not directly or indirectly disclose, reveal, publish, or replicate any Confidential Information, except as required to provide the Services, without first obtaining written permission of Discloser. Recipient will take all necessary steps to prevent the disclosure of Confidential Information, and will notify Discloser immediately in the event such a disclosure occurs. Recipient shall use the Confidential Information solely during and in connection with its connection to the Discloser, and shall not use the Confidential Information for any purpose other than for the benefit of Discloser and/or in connection with Services. 
2.1 Authorized Disclosures. The obligations regarding confidentiality and nondisclosure of Confidential Information under this Agreement will not apply where disclosure of Confidential Information is made to Recipient's accountants or legal counsel that (i) have a legitimate need to know the information, and (ii) are bound by terms at least as restrictive as those contained in this Agreement.
2.2 Mandatory Disclosures. If Recipient is required to disclose any Confidential Information in a legal proceeding, by subpoena, interrogatory, or similar process, or by law or regulation, Recipient shall provide Discloser with prompt notice of any such requirement so that Discloser may seek a protective order or other appropriate remedy. If Recipient is nonetheless legally compelled to disclose Confidential Information, Recipient may, without liability, disclose that portion of Confidential Information which is legally required to be disclosed.
2.3 Third Parties To Be Bound. If Recipient makes a disclosure of Confidential Information to a third party that is expressly authorized under this Agreement, Recipient shall ensure the third party recipient is (i) informed of the confidential nature of the information, and (ii) subject to the same obligations regarding confidentiality, nondisclosure and non-use of the Confidential Information as Recipient.  Recipient shall indemnify Discloser from any and all claims, liabilities, damages, costs or other losses of any kind (including reasonable outside attorneys' fees) arising out of Recipient's breach of this paragraph.

3. Use of Confidential Information

3.1 Use of Confidential Information. Except as provided in this Agreement, Recipient shall not use the Confidential Information for any purpose other than as required in connection with the Services. The parties shall use the Confidential Information in a manner consistent with the nature of the relationship between them and not for the benefit of itself or any third party or for any other purpose other than as provided in this Agreement. No license, title or right, whether express or implied, in the Confidential Information is granted to either receiving party under this Agreement. Recipient may not copy or duplicate the Confidential Information without Discloser's advance written consent.  
3.2 Destruction of Confidential Information. If requested by Discloser, Recipient shall return or destroy all Confidential Information in its possession within five (5) days of receipt of the request.

4. Ownership of Confidential Information.

As between Recipient and Discloser, Discloser is the sole owner of all rights in the Confidential Information, and nothing contained in this Agreement grants or implies any license or transfer of rights regarding the Confidential Information to Recipient, except for the limited right to use such Confidential Information in accordance with the express provisions of this Agreement.  All rights relating to the Confidential Information that are not expressly granted to Recipient under this Agreement are reserved and retained by Discloser.

5. Injunctive Relief.

Recipient acknowledges that due to the unique nature and value of the Confidential Information, any breach of this Agreement will cause Discloser irreparable harm which cannot be adequately compensated by money damages. If Recipient breaches or threatens breach of this Agreement, Discloser will therefore be entitled to injunctive or other equitable relief (in addition to any other remedies that may be available to Discloser) without the necessity of posting any bond or other security.  Recipient shall notify Discloser in writing immediately upon Recipient's becoming aware of any breach or threatened breach of this Agreement.

6. Term; Survival of Confidentiality Obligations.

This Agreement and all obligations contained in this Agreement shall survive for a period of five years following the date of the last disclosure of Confidential Information. Discloser may, at its sole discretion, terminate this Agreement at any time immediately upon notice to the Recipient.

7. Indemnity.

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable outside attorneys’ fees, costs and expenses resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.

8. Severability.

If any provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, that provision will either be deemed modified to the minimum extent necessary to render it enforceable, or else disregarded. In either case, the remaining provisions shall continue in full force and effect. 

9. Miscellaneous.

This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior or contemporaneous agreements, conditions, and arrangements, whether written or oral, with respect to its subject matter.  No amendment, waiver, or modification of any of the provisions of this Agreement will be valid unless in writing and signed by the parties. No delay or failure by either party to exercise any rights under this Agreement will constitute a waiver of that or any similar or future right. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture. This Agreement shall bind and inure to the benefit of the parties and their successors and permitted assigns. Recipient may not assign this Agreement, in whole or in part. This Agreement will be governed by and construed in accordance with the laws of the State of California, without application or reference to its conflict of laws provisions, rules or provisions. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.