| NON-DISCLOSURE AGREEMENT (NDA) |
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| This Nondisclosure Agreement or ("Agreement") has been entered into on the date of |
| _____________0CTOBER 19TH, 2022_________________ and is by and between: |
| Party Disclosing Information: ___TCN STUDIOS LTD__________________________ with a mailing address |
| of |
| ______N0. 111 NHF ESTATES APENKWA ST.______________________________________________________ |
| (“Disclosing Party”). |
| Party Receiving Information: ______________________________ with a mailing address of |
| ____________________________________________________________ (“Receiving Party”). |
| For the purpose of preventing the unauthorized disclosure of Confidential Information as defined |
| below. The parties agree to enter into a confidential relationship concerning the disclosure of |
| certain proprietary and confidential information ("Confidential Information"). |
| 1. Definition of Confidential Information. For purposes of this Agreement, "Confidential |
| Information" shall include all information or material that has or could have commercial value or |
| other utility in the business in which Disclosing Party is engaged. If Confidential Information is in |
| written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" |
| or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party |
| shall promptly provide writing indicating that such oral communication constituted Confidential |
| Information. |
| 2. Exclusions from Confidential Information. Receiving Party's obligations under this |
| Agreement do not extend to information that is: (a) publicly known at the time of disclosure or |
| subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or |
| created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the |
| Receiving Party through legitimate means other than from the Disclosing Party or Disclosing |
| Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior |
| written approval. |
| 3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential |
| Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. |
| Receiving Party shall carefully restrict access to Confidential Information to employees, |
| contractors and third parties as is reasonably required and shall require those persons to sign |
| nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party |
| shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, |
| publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to |
| the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to |
| Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its |
| possession pertaining to Confidential Information immediately if Disclosing Party requests it in |
| writing. |
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| Copyright © 2022 TCN STUDIOS LTD. All Rights Reserved. |
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| 4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination |
| of this Agreement and Receiving Party's duty to hold Confidential Information in confidence |
| shall remain in effect until the Confidential Information no longer qualifies as a trade secret or |
| until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this |
| Agreement, whichever occurs first. |
| 5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either |
| party a partner, joint venture or employee of the other party for any purpose. |
| 6. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the |
| remainder of this Agreement shall be interpreted so as best to affect the intent of the parties. |
| 7. Integration. This Agreement expresses the complete understanding of the parties with |
| respect to the subject matter and supersedes all prior proposals, agreements, representations, |
| and understandings. This Agreement may not be amended except in writing signed by both |
| parties. |
| 8. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of |
| prior or subsequent rights. |
| 9. Notice of Immunity. Employee is provided notice that an individual shall not be held |
| criminally or civilly liable under any trade secret law for the disclosure of a trade |
| secret that is made (i) in confidence to a federal, state, or local government official, either |
| directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating |
| a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or |
| other proceeding, if such filing is made under seal. An individual who files a lawsuit for |
| retaliation by an employer for reporting a suspected violation of law may disclose the trade |
| secret to the attorney of the individual and use the trade secret information in the court |
| proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) |
| does not disclose the trade secret, except pursuant to court order. |
| This Agreement and each party's obligations shall be binding on the representatives, assigns |
| and successors of such party. Each party has signed this Agreement through its authorized |
| representative. |
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| DISCLOSING PARTY |
| Signature: _____________________________________________________ |
| Typed or Printed Name: ___________________________ Date: _______________ |
| RECEIVING PARTY |
| Signature: _____________________________________________________ |
| Typed or Printed Name: ___________________________ Date: |
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| Copyright © 2022 TCN STUDIOS LTD. All Rights Reserved. |
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