| NON-DISCLOSURE AGREEMENT (NDA) | |
| 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. | |
| Copyright © 2022 TCN STUDIOS LTD. All Rights Reserved. | |
| Page 1 of 2 | |
| 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. | |
| DISCLOSING PARTY | |
| Signature: _____________________________________________________ | |
| Typed or Printed Name: ___________________________ Date: _______________ | |
| RECEIVING PARTY | |
| Signature: _____________________________________________________ | |
| Typed or Printed Name: ___________________________ Date: | |
| Copyright © 2022 TCN STUDIOS LTD. All Rights Reserved. | |
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