NDA Endemol Shine Boomdog Firmado
NDA Endemol Shine Boomdog Firmado
NDA Endemol Shine Boomdog Firmado
This mutual confidentiality agreement (the "Agreement") is entered into and is effective as of September 21st, 2021(the
"Effective Date") by and between Jacobo Jesus Idbeis Al Mouchaal (hereinafter referred to as the "Contractor" "Discloser",
"Recipient" as applicable) and Endemol Shine Boomdog LLC. (hereinafter referred to as the "Producer", "Discloser",
"Recipient" as applicable). Contractor and Producer are sometimes referred to herein as the "Parties" and individually
referred to as a "Party."
1. POSSIBLE PROJECTS; DEFINITION OF CONFIDENTIAL INFORMATION. The Parties wish to explore the possibility to
participate in one or more projects which may result in one or more television programmes including the projects
tentatively entitled "Los Secretos De La Verdad" (the "Possible Projects"). Each Party may disclose certain
Confidential Information (as defined below) to the other Party in connection with the Possible Projects. The Party
making any such disclosure (including its and its affiliates' employees, agents, advisors and representatives) is
hereinafter referred to as the "Discloser," and the Party receiving any such disclosure (including its affiliates'
employees, agents, advisors and representatives) is hereinafter referred to as the "Recipient." "Confidential
Information" includes all information, materials and ideas relating to the Possible Projects or Discloser that is
disclosed to or otherwise learned by the Recipient (in writing, electronically, orally or in any other form) in
connection with the Possible Projects, including, without limitation, market research information, programming
strategy, product positioning, production information and costs, business or financial information, sales, marketing
plans, projections, customer or client information, supplier information, investor information, strategic insights,
personnel, development, knowhow, the fact that negotiations or discussions are taking place between the
Parties(including the terms and conditions proposed or agreed upon during such negotiations or discussions), or the
fact that any of the foregoing information, materials and ideas have been made available (if at all) to a Party.
"Confidential Information" excludes information that: (a) isnow or subsequently becomes generally available to the
public through no fault or breach on thepart of Recipient; (b) Recipient can demonstrate to have had rightfully in its
possession prior to disclosure to Recipient by Discloser; (c) is independently developed by Recipient without the use
of any of Discloser's Confidential Information; or (d) Recipient rightfully obtains from a third party who has the right
to transfer or disclose it.
2. NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION. Recipient agrees not to disclose any of the
Confidential Information to any third party unless expressly permitted herein. Recipient agrees to use the same
degree of care that it uses to protect its own confidential and proprietary information to prevent unauthorized use,
disclosure, publication or dissemination of Confidential Information, but in no event less than a reasonable degree
of care. Recipient agrees to accept Discloser's Confidential Information for the sole purposes of evaluating a business
relationship between the Parties in connection with the Possible Projects. Recipient agrees not to use Confidential
Information otherwise for its own or any third party's benefit without the prior written approval of an authorized
representative of Discloser in each instance.
3. COMPELLED DISCLOSURE. Recipient may disclose Confidential Information if required by any judicial or
governmental request, requirement or order; provided, that, Recipient will promptly notify Discloser of such
request, requirement or order and provide Discloser with a copy of any such request, requirement or order, and
Recipient will cooperate with Discloser in its efforts to contest such request, requirement or order or to obtain
confidential treatment of such Confidential Information.
4. OWNERSHIP OF CONFIDENTIAL INFORMATION. All Confidential Information and any Derivatives (as defined below)
of Confidential Information remain the property of Discloser, and no license or other rights to Confidential
Information are granted or implied hereby. For purposes of this Agreement, "Derivatives" shall mean: (a) any
translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted;
(b) any improvement on Confidential Information or on any material referred to in subsection (a); and (c) any new
material derived from Confidential Information, including new material which may be protected by copyright, patent
and/or trade secret.
5. RETURN OF CONFIDENTIAL INFORMATION. At the request of Discloser: (i) Recipient will timely redeliver to Discloser
all written or tangible Confidential Information or Derivatives, and any other written or tangible material containing
or reflecting Confidential Information or Derivatives, and Recipient will not retain any copies of any of them; or (ii)
Recipient will timely destroy all such Confidential Information, Derivatives and other material and confirm such
destruction in writing to Discloser,
6. NO AGREEMENT REGARDING POSSIBLE PROJECTS. Nothing in this Agreement obligates either Party (i) to disclose
any information to the other Party; (ii) to engage in any further discussions; or (iii) to enter into any definitive
agreement with respect to the Possible Projects.
7. COMPETITIVE ACTIVITIES. Each Party understands that either Party may have, or in the future may enter into,
relationships with third parties having pre-existing relationships with the other Party. Provided that each Party
complies with its obligations contained herein, and except as otherwise expressly provided herein, this Agreement
shall not in any way limit, restrict or preclude either Party from pursuing any of its present or future business
activities or interests or from entering into any agreement or transaction with any person or entity, regardless of
whether such business activities or interests are competitive with the business activities and interests of the other
Party and regardless of whether the subject matter of any such agreement or transaction isin any way similar to or
different from the transactions considered and evaluated by the Parties.
8. CONCURRENT/FUTURE DEVELOPMENT. Each Discloser understands and agrees that (x) the Recipient may engage
in lines of business the same as or similar to those of the Discloser and that, wholly independent of the information
provided hereunder, the Recipient may currently or in the future be developing internally, or receiving from third
parties, information that coincidentally may be similar to portions of the information provided hereunder and/or
otherwise competitive with the Discloser's actual or future projects or business, and (y) wholly independent
development by the Recipient of media content, products, programs, services, goods, concepts, opportunities,
documents or information that are coincidentally similar to (but not, in whole or part, based upon) any information
provided hereunder will not be deemed to violate this Agreement.
9. NO WARRANTY. Discloser warrants that it has the right to disclose the Confidential Information to Recipient.
Otherwise, all information is provided "AS IS" and without any warranty (express, implied or otherwise) regarding
its accuracy or performance.
10. TERM; TERMINATION. This Agreement will continue in full force and effect for a period of two (2) years from the
date hereof. No expiration or termination of this Agreement will affect the period during which Confidential
Information disclosed during the term hereof will be protected or any other provisions of this Agreement which are
intended, by their terms or by necessary implication, to survive such expiration or termination or to relieve either
party of its obligations with respect to Confidential Information received prior to such expiration or termination.
11. REMEDIES. Each Party recognizes that its violation of this Agreement could cause the other Party irreparable harm
and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law
or in damages inadequate. Therefore, each Party agrees that, subject to the provisions herein, the other Party will
have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened
breach of this Agreement. This right shall be in addition to any other remedy available to the other Party.
12. GOVERNING LAW AND CONSENT TO FORUM. This Agreement will be governed by and construed in accordance
with the laws of the State of California, excluding conflict of law provisions and constructive presumptions favoring
either Party. All actions arising out of or relating to this Agreement will be heard and determined exclusively by the
State and Federal courts located in California.
13. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same instrument. This Agreement may be
executed and delivered by facsimile with the same legal effect as a manual signatura.
14. MODIFICATION/SEVERABILITY. This Agreement constitutes the parties' exclusive understanding of the subject
matter hereof and may not be modified or amended except in writing signed by both parties to this Agreement. If
any provision of this Agreement is found to violate any statute, regulation, rule, order or decree of any arbitration
panel, governmental authority, court, agency or exchange, such invalidity shall not be deemed to affect any other
provision hereof or the validity of the remainder of this Agreement, and the invalid provision shall be deemed
deleted herefrom to the minimum extent necessary to cure such violation.
15. SUCCESSORS AND ASSIGNS; ENTIRE AGREEMENT; AMENDMENT. This Agreement is binding upon and for the
benefit of the Parties and their successors. This Agreement cannot be assigned without the prior written consent of
the non-assigning Party. This Agreement constitutes the entire agreement with respect to the Confidential
Information disclosed pursuant to this Agreement and supersedes all prior or contemporaneous oral or written
agreements concerning that Confidential Information. This Agreement may not be atended except by a written
agreement signed by authorized representative of both Parties.
“CONTRACTOR” "PRODUCER"
__________________________ _____________________
Jacobo Jesús Idbeis Al Mouchaal Carlos Alfredo Perna Paparoni
9/21/2021