Entertainment License Agreement
This Confidentiality Agreement (the "Agreement") is entered into as of [Date], by and between [Your Company Name], located at [Your Company Address], and [Second Party Company Name], located at [Second Party Company Address]. Collectively, the parties are referred to as the "Parties."
I. Introduction and Definitions
The purpose of this Agreement is to ensure that all confidential and proprietary information shared between the Parties in connection with [product development] is safeguarded. Confidential Information includes, but is not limited to, trade secrets, customer lists, business strategies, pricing models, product formulations, and operational procedures. For the purpose of this Agreement, the party disclosing the information will be referred to as the "Disclosing Party," and the party receiving it will be the "Receiving Party."
II. Scope of Confidentiality
The Receiving Party agrees to treat all Confidential Information provided by the Disclosing Party as strictly confidential and to use it solely for the intended purpose outlined in this Agreement. Reasonable efforts must be made to prevent unauthorized access, reproduction, or sharing of such information, including secure storage and limited access. This Agreement does not cover information that is publicly available, independently developed by the Receiving Party without reliance on disclosed materials, or obtained legally from a third party not bound by confidentiality.
III. Compensation and Obligations
This Agreement does not involve direct monetary compensation unless specified in a separate arrangement or addendum. The Receiving Party agrees to avoid sharing or using Confidential Information for purposes outside the scope of this Agreement, ensuring that no competitive advantage or undue benefit is derived. Any breach of these obligations may result in immediate termination of this Agreement, legal action, and liability for damages as assessed by a court of law or an arbitrator.
IV. Term, Termination, and Ownership
The term of this Agreement will commence on the Effective Date and will remain in effect for [00] years unless terminated earlier by mutual written consent of the Parties. Upon termination of the Agreement, the Receiving Party is required to return or destroy all materials containing Confidential Information and provide written confirmation of compliance. All Confidential Information disclosed under this Agreement remains the exclusive property of the Disclosing Party, and no ownership or license is transferred to the Receiving Party.
V. Indemnification, Dispute Resolution, and Miscellaneous
The Receiving Party agrees to indemnify and hold harmless the Disclosing Party from any losses, damages, or liabilities arising from unauthorized use or disclosure of Confidential Information. Any disputes related to this Agreement will first be subject to mediation in the State of [State], and if unresolved, will proceed to binding arbitration under the rules of the [American Arbitration Association]. Notices related to this Agreement must be delivered to the email or mailing addresses specified by the Parties, and any amendments must be mutually agreed upon in writing.
VI. Signatures
By signing this Agreement, both Parties acknowledge their understanding of its terms and their intent to comply with its provisions. This Agreement constitutes the entire agreement between the Parties concerning the subject matter and supersedes any prior discussions or arrangements. Each party represents and warrants that they have the authority to enter into this Agreement and bind their respective entities.
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party Company Name]
[Date]
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