- Purpose. The Parties desire to engage in discussions and/or activities regarding a potential business relationship (“Purpose”). In connection with the Purpose, each Party may disclose or make available certain Confidential Information to the other Party.
- Term; Survival. This Agreement shall commence on the Effective Date and continue for three (3) years. The confidentiality obligations shall survive for five (5) years from the last disclosure of Confidential Information, and indefinitely with respect to trade secrets.
- Definition of Confidential Information. “Confidential Information” means any non‑public information disclosed by or on behalf of a Disclosing Party to a Receiving Party, in any form or medium, whether oral, visual, written, electronic, or other, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: business, financial, technical, creative, operational, product, engineering, software (including source code and object code), data sets, training data, prompts, outputs, model weights, algorithms, inventions, designs, story elements, scripts, artwork, images, graphics, audio, video, characters, product roadmaps, marketing plans, customer and supplier information, pricing, trade secrets, and any analyses, compilations, or derivatives thereof. Confidential Information also includes any information disclosed prior to the Effective Date that is identified as confidential within thirty (30) days after the Effective Date.
- Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written records: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known by the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
- Use and Non‑Disclosure Obligations. The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, but not less than reasonable care; and (c) disclose Confidential Information only to its employees, officers, directors, agents, and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those herein. The Receiving Party shall not disclose Confidential Information to any affiliate, parent, or successor entity without the Disclosing Party’s prior written consent.
- Publicity and Existence of Discussions. Absent prior written consent, neither Party shall disclose the existence or substance of discussions between the Parties or the terms of this Agreement.
- AI‑Specific Restrictions and Protections. (a) No Training or Model Improvement. Confidential Information shall not be used to train, fine‑tune, improve, or validate any artificial intelligence, machine learning, or generative model, whether internal or third‑party, without the Disclosing Party’s prior written consent; (b) No Prompt or Output Leakage. The Receiving Party shall not input Confidential Information into any AI system that may retain, reuse, or disclose such information to third parties, nor use AI outputs that incorporate or are derived from Confidential Information for any purpose outside the Purpose; (c) Synthetic or Derivative Content. AI‑generated outputs that are derived from or reasonably traceable to Confidential Information shall be deemed Confidential Information of the Disclosing Party; (d) Third‑Party AI Tools. Use of third‑party AI tools is prohibited unless such tools provide contractual assurances that inputs are not retained, used for training, or disclosed, and comply with applicable data protection laws; (e) Attribution and Ownership. No rights, title, or interest in any AI models, outputs, or derivatives are granted except as expressly set forth herein.
- Compelled Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall (to the extent legally permitted) provide prompt notice to the Disclosing Party to allow it to seek protective relief. Disclosure shall be limited to the minimum required.
Ownership and No License. All Confidential Information remains the exclusive property of the Disclosing Party. No license or other rights are granted except the limited right to use Confidential Information for the Purpose.
Return or Destruction. Upon written request or termination of discussions, the Receiving Party shall promptly return or destroy all Confidential Information, including AI‑derived materials, and certify such destruction.
No Warranty. Confidential Information is provided “AS IS.” The Disclosing Party makes no representations or warranties as to accuracy or completeness.
Securities Compliance. The Receiving Party shall not use Confidential Information in violation of applicable securities laws.
- Remedies. The Parties acknowledge that unauthorized disclosure may cause irreparable harm. The Disclosing Party may seek injunctive or equitable relief in addition to other remedies. The prevailing party in any such dispute shall be entitled to recover from the other party its costs and expenses, including reasonable fees of attorneys and other advisors.
- Non‑Solicitation. For one (1) year following the Effective Date, neither Party shall knowingly solicit for employment any employee of the other Party, subject to customary exceptions for general advertisements.
- Governing Law; Venue. This Agreement shall be governed by the laws of the State of California, without regard to conflicts principles. The Parties consent to exclusive jurisdiction in the state and federal courts located in Los Angeles County, California.
Miscellaneous. This Agreement constitutes the entire agreement, may be amended only in writing, and may be executed electronically and in counterparts. Neither Party may assign this Agreement without prior written consent, except in connection with a merger or sale of substantially all assets.