Jazwares

Username:
Password:
	1. Confidentiality and Non-Disclosure. 1.1 Proprietary Information. The parties desire to engage in discussions regarding a potential business transaction and/or relationship ("Transaction"). During the course of discussions, Jazwares, Inc. or any of its officers, directors, employees, advisors, attorneys or agents (collectively, "Disclosing Party") may disclose to Receiving Party, in whatever form or medium (oral, written, printed, electronic, etc.), certain valuable proprietary and confidential information, which may include, without limitation, ideas, material (which may include, but are not limited to quotations, pricelists, artwork, photographs, computer discs, slides and wire frame computerized characters), information made available during discussions, meetings, facility tours, and exchange of documents and/or materials, including information viewed or heard on matters unrelated to the purpose of this Agreement, information relating to manufacturing techniques, processes, formulas, developments, experimental works, trade secrets, scripts, plots, characters, specifications, records, data, analyses, computer programs, software, drawings, schematics, know-how, notes, models, reports samples, or any matter relating to the business or artistic creations of or concerning such party, whether tangible or intangible, together with any material created by any party hereto which relates to such information whether before, on or after the date of this Agreement (herein, "Proprietary Information"). As a condition to receiving Proprietary Information from Disclosing Party, Receiving Party agrees that all Proprietary Information is confidential and proprietary to Disclosing Party and further agrees to treat all Proprietary Information in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions as set forth herein. For purposes of this Agreement, Receiving Party shall be deemed to include its directors, officers, employees, representatives, agents, attorneys and/or other advisors to whom any Proprietary Information is disclosed (collectively, "Representatives"). 1.2 Exclusions to Proprietary Information. Proprietary Information shall not include information which: (i) was or becomes generally available to or known by the public other than as a result of disclosure by Receiving Party; or (ii) was available to Receiving Party on a non-confidential basis from a source other than the Disclosing Party; provided, that such source is not in violation of a confidentiality obligation with any party by making such disclosure. 1.3 Non Disclosure/Purpose. Receiving Party agrees that the Proprietary Information will not be used by it for any purpose other than evaluating and effectuating a Transaction between it and Disclosing Party, and that the Proprietary Information will be kept confidential by Receiving Party at all times. Receiving Party agrees that such Proprietary Information shall only be disclosed to its Representatives on a strict "need to know" basis and such Representatives shall be informed of the confidential nature of such information and Receiving Party shall cause such Representatives to be bound by the terms hereof. Receiving Party shall not disclose to any other party, except as required by law, regulation, rule of any applicable stock exchange or legal process or as requested by a regulatory authority, any Proprietary Information, including the existence or status of this Agreement. If Receiving Party is requested or required by legal process to disclose all or any party of the Proprietary Information, it will comply with the following: (i) notify promptly the Disclosing Party of the existence, terms and circumstances surrounding such a request so that Disclosing Party may, if it desires, seek an appropriate protective order (if Disclosing Party seeks such an order, the Receiving Party will provide such cooperation as shall be reasonably requested of it to resist or narrow the scope of such request or legal process); and (ii) supply only that portion of the Proprietary Information it is legally required to furnish and use best efforts to ensure that all Proprietary Information that is so disclosed will be accorded confidential treatment. 2. Return or Destruction of Proprietary Information. All Proprietary Information disclosed or otherwise revealed to Receiving Party shall be and remain the property of Disclosing Party. Receiving Party agrees that, upon request from Disclosing Party, it will promptly deliver to Disclosing Party all Proprietary Information and not retain any copies, extracts or other reproductions in whole or in part of such Proprietary Information or, alternatively at Disclosing Party's request, destroy such Proprietary Information and confirm such destruction separately in writing. The delivery or destruction of such Proprietary Information shall not relieve Receiving Party of its obligation of confidentiality in accordance with the terms hereunder or any other obligations hereunder. 3. Representatives and Warranties. Receiving Party understands that Disclosing Party makes no representation or warranty as to the accuracy or completeness of the Proprietary Information furnished by or on behalf of it and that Disclosing Party shall not have any liability to Receiving Party or any other party arising as a result of the use of the Proprietary Information supplied by or on behalf of it. Notwithstanding the foregoing, any representations and warranties that may be made by the parties as part of a separate definitive written agreement with respect to a Transaction, when, as and if fully executed and delivered to each party (and subject to such limitations and restrictions as may be specified therein) shall have full, legal binding effect. Each party represents and warrants, by signing this Agreement, that it is duly authorized and empowered to execute this Agreement. 4. No Binding Agreement. Unless and until a definitive agreement between the parties with respect to a Transaction has been executed and delivered, neither party will be under any legal obligation of any kind whatsoever with respect to such Transaction by virtue of this Agreement except for the matters specifically agreed to herein which include, but are not limited to, matters with respect to confidentially and nondisclosure. 5. No Waiver. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. If any portion of this Agreement is deemed to be invalid or unenforceable in any respect, such invalidity shall not effect any other provision of this Agreement. 6. Indemnification. Receiving Party will at all times indemnify, defend and hold harmless Disclosing Party from and against any and all claims, damages, liabilities, costs and expenses, including, without limitation, fees and disbursements of counsel, incurred by Disclosing Party in any action or proceeding between Disclosing Party and Receiving Party or between Disclosing Party and any third party arising out of any breach or alleged breach by Receiving Party of any express or implied warranty, representation or other agreement made herein. 7. Injunctive Relief. The parties acknowledge that money damages are not a sufficient remedy for any breach of this Agreement and Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and Receiving Party hereby agrees to waive any requirement, at law or otherwise, that Disclosing Party post any bond or other kind of security before seeking any equitable or legal relief. Such remedy shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available at law or equity. 8. No Assignment. Any assignment of this Agreement by Receiving Party without Disclosing Party's prior written consent shall be void. 9. Governing Law/Miscellaneous. Receiving Party shall be liable for any breach of this Agreement by it or any of its Representatives and agrees to take all necessary measures, at Receiving Party's sole cost and expense, to prevent any of its Representatives from prohibited or unauthorized disclosure or use of the Proprietary Information. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State of Florida (and United States federal law to the extent applicable), irrespective of the principal place of business or domicile of the parties hereto, and without giving effect to otherwise applicable principles of conflicts of law. This Agreement contains the entire agreement between the parties concerning the confidentiality of the Proprietary Information, and no modification of this Agreement or waiver of the terms and conditions hereof shall be binding upon either party unless approved in writing by both parties. This Agreement may be executed in one or more counterparts. 10. Termination. The obligations contained herein shall continue for a period of three (3) years from the date set forth above, unless extended by the parties in writing or otherwise superceded by a written agreement between the parties with respect to a Transaction, if applicable. Notwithstanding the foregoing, trade secrets must be maintained in confidence as long as and to the extent that such information remains a "trade secret" (as defined by the Uniform Trade Secrets Act).
	- By clicking "Login" and proceeding to the secure area of the website, you understand and agree to be bound by all of the terms and conditions written above.