This Non-disclosure Agreement (this "Agreement") is made effective as of the receipt of the PRO Registration form (the "Effective Date") by and between INDEPENDENT ARTISTS MOVEMENT, LLC.

(RAFEAL S. GLINTON “the Recipient”) and The forms submitter (“the Discloser”).

 

This information is being disclosed for informational purposes of work for hire. The Discloser has requested, and the Recipients agree to protect the confidential material and information that may be disclosed between the Discloser and the Recipients. Therefore, the parties agree as follows:

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I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any

information or material that has or could have commercial value or other utility in the business in

which the Discloser is engaged or from not being generally known to or readily ascertainable by

other persons who can obtain economic value from its disclosure or use, including complete or

partial poems written by Discloser. Confidential Information also includes (i) any information or

material that is identified as confidential by the Discloser, whether or not marked as such, (ii) the

Discloser’s legal name unless the Discloser has agreed to allow it to be disclosed, and (iii) the

financial terms of the Agreement.

A. "Confidential Information" does not include:

- Matters of public knowledge that result from disclosure by the Discloser;

- Information rightfully received by the Recipients from a third party without a duty of

confidentiality;

- Information independently developed by the Recipients;

- Information disclosed by operation of law;

- Information disclosed by the Recipients with the prior written consent of the Discloser;

and any other information that both parties agree in writing is not confidential.

 

II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipients understand

and acknowledge that the Confidential Information has been developed or obtained by the

Discloser through the investment of significant time, effort, and expense, and that the

Confidential Information is a valuable, special, and unique asset of the Discloser and needs to be

protected from improper disclosure. In consideration for the receipt by the Recipients of the

Confidential Information, the Recipients agree as follows:

A. No Disclosure. The Recipients will hold the Confidential Information in confidence and will

not disclose the Confidential Information to any person or entity without the prior written

consent of the Discloser.

B. No Copying/Modifying. The Recipients will not copy or modify any Confidential

Information without the prior written consent of the Discloser.

C. Unauthorized Use. The Recipients shall promptly advise the Discloser if the

Recipients become aware of any possible unauthorized disclosure or use of the Confidential

Information.

D. Application to Employees. The Recipients shall not disclose any Confidential

Information to any employees of the Recipients, except those employees who are required to

have the Confidential Information in order to perform their job duties in connection with the

limited purposes of this Agreement. Each permitted employee to whom Confidential

Information is disclosed shall sign a non-disclosure agreement substantially the same as this

Agreement at the request of the Discloser.

 

III. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears

that the Recipients has disclosed (or has threatened to disclose) Confidential Information in

violation of this Agreement, the Discloser shall be entitled to an injunction to restrain the

Recipients from disclosing the Confidential Information in whole or in part. The Discloser shall

not be prohibited by this provision from pursuing other remedies, including a claim for losses

and damages.

 

IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the term of

this Agreement, the Recipients will not attempt to do business with, or otherwise solicit any

business contacts found or otherwise referred by the Discloser to Recipients for the purpose of

circumventing, the result of which shall be to prevent the Discloser from realizing or recognizing

a profit, fees, or otherwise, without the specific written approval of the Discloser. If such

circumvention shall occur the Discloser shall be entitled to any commissions due pursuant to this

Agreement or relating to such transaction.

 

V. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the

Discloser, the Recipients shall return to the Discloser all written materials containing the

Confidential Information. The Recipients shall also deliver to the Discloser written statements

signed by the Recipients certifying that all materials have been returned within five (5) days of

receipt of the request.

 

VI. RELATIONSHIP OF PARTIES. 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.

 

VII. NO WARRANTY. The Recipients acknowledge and agree that the Confidential

Information is provided on an "AS IS" basis. THE COMPANY MAKES NO WARRANTIES,

EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND

HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT

SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR

CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE

PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION.

The Discloser does not represent or warrant that any product or business plans disclosed to the

Recipients will be marketed or carried out as disclosed, or at all. Any actions taken by the

Recipients in response to the disclosure of the Confidential Information shall be solely at the risk

of the Recipients.

 

VIII. LIMITED LICENSE TO USE. The Recipients shall not acquire any intellectual

property rights under this Agreement except the limited right to use as set forth above. The

Recipients acknowledge that, as between the Discloser and the Recipients, the Confidential

Information and all related copyrights and other intellectual property rights, are (and at all times

will be) the property of the Discloser, even if suggestions, comments, and/or ideas made by the

Recipients are incorporated into the Confidential Information or related materials during the

period of this Agreement.

 

IX. 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

attorney's fees, costs and expenses resulting from the indemnifying party's material breach of any

duty, representation, or warranty under this Agreement.

 

X. ATTORNEY'S FEES. In any legal action between the parties concerning this

Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees and

costs.

 

XI. TERM. The obligations of this Agreement shall survive 5 years from the Effective

Date or until the Discloser sends the Recipients written notice releasing the Recipients from

this Agreement.

 

XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the

parties regarding confidentiality. Any amendments must be in writing and signed by both parties.

This Agreement shall be construed under the laws of the State of Florida. This Agreement shall

not be assignable by either party. Neither party may delegate its duties under this Agreement

without the prior written consent of the other party. The confidentiality provisions of this

Agreement shall remain in full force and effect at all times in accordance with the terms of this

Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the

remaining portions of this Agreement shall remain in full force and effect and construed so as to

best effectuate the original intent and purpose of this Agreement.