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This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into by and between the parties identified below.

Background

Discloser wishes to disclose certain confidential and proprietary information pertaining to certain creative projects, including but not limited to all proprietary information related any activity, project or intellectual property (hereinafter collectively the “Information”) ; to Recipient(s) for the purpose of exploring potential collaborative and mutually-beneficial business opportunities (the “Discussions”).
In order to allow the parties to explore such opportunities and protect the Information, the parties agree to the following terms relating to the disclosure of such Information.

The Parties Agree As Follows:

Restriction on Use; Non-Disclosure Obligation. Recipient agrees not to use the Information for any purpose other than for evaluation relating to the Discussions, nor will Recipient disclose the Information to anyone other than its employees, directors, officers, agents, consultants and counselors, including, but not limited to, financial, legal, accounting, tax and audit counselors, who have a need-to-know such Information in connection with the Discussions, and further provided such representatives are advised of the obligations contained herein and are bound by obligations of confidentiality and non-use substantially comparable in scope with the provisions hereof.
Exercise of Reasonable Care. In satisfying its obligations under this Agreement, Recipient shall use at least the same degree of care to maintain the secrecy and confidential nature of the Information as Recipient uses in protecting its own secret and confidential information; provided that in no event shall Recipient use less than a reasonable degree of care.
Survival; Limitation of Scope. The restrictions on use and disclosure of the Information set forth in this Agreement shall extend indefinitely and for as long as and throughout the life of Rockstar Entertainment, LLC. unless waived in whole or in part by Discloser in writing. The obligations in this Agreement shall not apply to any information to the extent that Recipient can prove that:

a. such information was known to or otherwise in the possession of Recipient prior to its disclosure by Discloser;
b. such information is now in the public domain or later enters the public domain other than through any fault attributable to Recipient;
c. such information was or is disclosed to Recipient by a third party having the lawful right to disclose such information and who has no confidentiality obligation to Discloser; or

In the event that Recipient receives a request or demand to disclose all or any part of the Information under the terms of a subpoena or order issued by a court of competent jurisdiction, an agency of any State of the United States or of any other jurisdiction, Recipient agrees to promptly notify Discloser of the existence, terms and circumstances surrounding such a request so that Discloser may seek a protective order or other appropriate relief or remedy and/or waive compliance with the terms of this Agreement. If, failing the entry of a protective order or the receipt of a waiver hereunder, Recipient, in the opinion of Recipient’s counsel, is compelled to disclose Information under pain of liability for contempt or other censure or penalty, Recipient may disclose such information (to the extent necessary to avoid such liability, censure or penalty) without liability hereunder.

Return of Materials. If requested by Discloser at any time in writing, Recipient agrees that it will immediately return to Discloser any and all materials provided in connection with the Discussions, regardless of form, that contain Information, including all copies thereof.
Ownership of Information. The Information shall remain the sole property of Discloser. Nothing herein shall be construed as a right or license, either express or implied, to use the Information except as permitted by this Agreement. All Information is provided AS IS without any warranty of any kind, either express or implied.
Discloser’s Rights in the Event of Breach. In the event of a breach or threatened breach or intended breach of this Agreement by Recipient, Discloser, in addition to any other rights and remedies available to it at law or in equity, shall be entitled to preliminary and final injunctive relief, enjoining and restraining such breach or threatened breach or intended breach.
Governing Law. The validity, construction, and performance of this Agreement are governed by the laws of the State of Ohio.
No Assignment. The parties’ rights and obligations under this Agreement may not be assigned or otherwise transferred without the prior written consent of the other party.
Notice. Any notice or communication provided under or relating to this Agreement shall be in writing and either hand delivered, electronically delivered, deposited in the United States mail, certified with return receipt requested, with postage prepaid, or sent PRIORITY by a nationally-recognized overnight delivery service (i.e. Federal Express, UPS, etc.) to the addresses listed above.

Notices shall be deemed delivered when actually received if hand delivered, within three (3) days after being deposited in the United States mail, as provided above, or within one (1) day of being accepted by an overnight delivery service. A change of address by either party must be by notice given to the other in the manner specified above.

Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
Entire Agreement. This Agreement terminates and supersedes all prior understandings, agreements, or negotiations on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

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Signed by John Page
Signed On: August 10, 2023

Timestamp

Audit

August 5, 2023 12:30 am EDT

NDA Uploaded by John Page - webmaster@pagetechltd.com IP 174.100.227.41