California Limited Liability Company · Registered Agent: Steve Hanlon
Acting on behalf of Gen Talent
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date signed below ("Effective Date") between Plus Two Branding LLC, a California limited liability company with its principal place of business at 348 North Kenter Avenue, Los Angeles, CA 90049, acting on behalf of itself and in connection with its work on the Gen Talent platform (the "Company"), and Jack Mickle, the individual identified and signing below ("Receiving Party").
The parties wish to explore a potential business relationship regarding the Company's likeness licensing marketplace platform, technology, business model, and related commercial opportunities (the "Purpose"). In connection with this exploration, each party may disclose certain confidential information to the other.
"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This includes, without limitation: business plans, product specifications, pricing, financial projections, technology architecture, creator and brand data, GenPack standards, investor materials, go-to-market strategies, personnel information, and all related discussions.
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care; (b) not disclose such information to any third party without prior written consent; and (c) use the Confidential Information solely for evaluating or pursuing the Purpose.
Obligations under this Agreement do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before receipt from the disclosing party; (c) is independently developed without use of or reference to Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice.
Upon request by the disclosing party, or upon termination of this Agreement, the receiving party shall promptly return or destroy all materials containing Confidential Information and certify such destruction in writing.
Nothing in this Agreement grants either party any rights in the other party's intellectual property, including but not limited to patents, copyrights, trademarks, or trade secrets, except as expressly set forth herein. No license is granted by this Agreement.
This Agreement shall remain in effect for two (2) years from the Effective Date. Obligations with respect to Confidential Information that constitutes a trade secret shall survive indefinitely.
Each party acknowledges that breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other available remedies.
This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any disputes shall be resolved in the courts of Los Angeles County, California.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, representations, and agreements. Amendments must be in writing and signed by both parties.