NDA’s – Importance of protecting and safeguarding your work

  


 NDA’s – Importance of protecting and safeguarding your work 

What does NDA mean, you ask? It means Non-Disclosure Agreement. It is a document that protects you when you share your work with someone else within either the publishing, movie or editor industry from stealing your work and using it for their own profit.  If someone is not interested in signing an NDA before you meet or share your work with, run for the hills. All they want to do is steal your ideas and concepts. That’s why when you meet with someone in Hollywood, or who represents a movie house or is a producer, never share your entire concept idea with them, only share a paragraph with them because if you give them anymore of your idea, they will snatch it from you and claim it was their idea.

Here is what it should say and the format:

 

NON-DISCLOSURE AGREEMENT

The undersigned party (Person to whom you plan to share your concept idea plus resident address and phone number (the "Receiving Party") understands that the other party, Your Name, address and phone number (the 'Disclosing Party") has disclosed or may disclose information relating to the development of a motion picture, which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.

in consideration of the parties’ discussions and any access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Receiving Party hereby agrees as follows:

1 . Use of Proprietary Information. The Receiving Party agrees:

a.                   to hold the Disclosing Party's Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials),

b.                   to not divulge any such Proprietary Information or any information derived therefrom to any third person (except consultants, subject to the conditions stated below; and

c.                   not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally whether to enter into the currently contemplated agreement with the Disclosing Party.


Any employee or consultant given access to any such Proprietary Information must have a legitimate "need to know" and shall be similarly bound in writing. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses la, 1b and lc shall not apply to any information that the Receiving Party can document (1) is (or through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (2) was in its possession or known by it prior to receipt from the Disclosing Party, or (3) was rightfully disclosed to it by a third party without restriction, provided the Receiving Party complies with any restrictions imposed by the third party, or (4) was independently developed without use of any Proprietary Information of the Disclosing Party by employees of the Receiving Party who have had no access to such information. The Receiving Party may make disclosures required by court order, provided the Receiving Party uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and has allowed the Disclosing Party to participate in the proceeding.

2.                   Return of Proprietary Information. Immediately upon (i) the decision by either party not to enter into the agreement contemplated by paragraph 1, or (ii) a request by the Disclosing Party at any time (which will be effective if actually received or three days after mailed first class postage prepaid to the Receiving Party), the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof.

3.                   Disclosure. Except to the extent required by law, neither party shall disclose the existence or subject matter of the negotiations or business relationship contemplated between the parties. This Agreement applies only to disclosures made before the first anniversary of this Agreement. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the Your State without regard to the conflicts of law provisions thereof. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorney’s fees. No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver.

Signature: _______________________________    Signature: _____________________________

Printed Name: ____________________________   Printed Name: _________________________

Date: ____________________________________  Date:_________________________________

 

Author Elizabeth Kilbride is a former political operative, author, scriptwriter, historian, journalist. business professional, and creative artist, and life coach consultant. Ms. Kilbride holds a Masters in Criminology and a BS in Business Management who stepped out of the loop for a while, but who is now back with a powerful opinion and voice in the direction of this country and our economy. As a life coach, she is available to counsel individuals to enjoy their dreams and a better life. Ms. Kilbride loves to travel, photograph her surroundings and is also a gourmet cook who loves to garden and preserve food for the winter months.

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