Whereas, the parties have agreed to explore the development of a business relationship, the performance and/or exploration of which may require each party (the “Disclosing Party”) to disclose certain Confidential Information (as defined in Paragraph 1 below) to the other party (the “Receiving Party”).

Whereas, the parties desire to protect the confidentiality of their respective information.

Now, Therefore, in consideration of the aforementioned premises and for other good and valuable consideration, and intending to be legally bound, Actor and MPG agree to the following:

Definition. As used herein, “Confidential Information” shall mean the subject and terms of the proposed business relationship between the parties and all oral or written information, of whatever kind and in whatever form, relating to past, present or future business and/or technical information of a party (or its suppliers), and any information relating to the parties’ clients (including but not limited to the identity thereof), products, services, research and development, processes, techniques, designs, financial planning practices, and marketing plans (including such information of third parties that a party is obligated to hold as confidential), whether or not such information has been identified as confidential.

Purpose. The Receiving Party shall use the Confidential Information only for the purposes of (a) evaluating whether to enter into a contemplated business transaction; and (b) fulfilling each party’s commitments and obligations under the agreement for such business transaction, if the parties enter into such contemplated business transaction. Moreover, Receiving Party shall not use any Confidential Information obtained from Disclosing Party to engage in any fraudulent, deceptive, manipulative or otherwise unlawful practice in connection with the purchase or sale of securities.

Confidentiality Obligation. The Receiving Party agrees to protect the Confidential Information by using the same degree of care, but not less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Receiving Party uses to protect its own confidential or proprietary information. The Receiving Party shall limit the use of and access to the Disclosing Party’s Confidential Information to the Receiving Party’s employees or independent contractors who need to know such Confidential Information for the purpose set forth under Paragraph 2 above and who have entered into binding obligations of confidentiality substantially similar to the obligations set forth herein. Receiving Party shall not copy or otherwise reproduce, or permit to be copied or otherwise reproduced, all or any part of any Confidential Information furnished to it by Disclosing Party without the prior written consent of Disclosing Party.

Exclusions. Confidential Information as defined in Paragraph 1 above shall not include Confidential Information that: (i) is or becomes a matter of public knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (iii) was rightfully disclosed to the Receiving Party by another person without restriction; or (iv) is independently developed by the Receiving Party without access to Disclosing Party’s Confidential Information. The Receiving Party may disclose Confidential Information pursuant to any statutory or regulatory authority or court order, provided the Disclosing Party is given prompt written notice of such requirement and the scope of such disclosure is limited to the extent possible.

Term. The provisions of this contract shall survive termination of any agreement entered into between Actor and MPG and shall be perpetual.

Intellectual Property Rights. Neither party acquires any intellectual property rights under this Agreement or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with this Agreement.

Return of Confidential Information. Upon written request by the Disclosing Party at any time, the Receiving Party shall: (i) turn over to the Disclosing Party all Confidential Information of the Disclosing Party, all documents or media containing the Confidential Information, and any and all copies or extracts thereof, or (ii) destroy the Confidential Information, and any and all copies or extract thereof, and provide the Disclosing Party with written certification of such destruction signed by an authorized representative of the Receiving Party.
Equitable Relief. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential Information, there may be no adequate remedy at law for any breach of its obligations. The Receiving Party further acknowledges that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party and, therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in additional to whatever remedies it may have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach.

General. This Agreement supersedes all prior discussions and writings with respect to the subject matter hereof, and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of each party and no failure or delay in enforcing any right will be deemed a waiver. The parties understand that nothing herein requires either party to proceed with any proposed transaction or relationship in connection with which Confidential Information may be disclosed. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect. This Agreement shall be governed by the laws of the State of New Idaho without regard to conflicts of laws provisions thereof and each party submits to the jurisdiction and venue of the state courts of the State of New Hampshire. The headings to the Sections of this agreement are included merely for reference and shall not affect the meaning of the language included therein. If applicable, this Agreement may be executed in counterparts or by facsimile, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.

In Witness Whereof, the parties have placed their hands and seals hereto as of the date above mentioned.

NON-DISCLOSURE AGREEMENT – VOICE ACTORS