PARTIES:

1. 1. Urize Ltd, a company incorporated under the Laws of the United Kingdom and having its registered address at 20-22 Wenlock Road, London N1 7GU, England (hereinafter referred to as “Urize”, which expression shall, where the context so admits, include their agents, assigns, and successors-in-title) of the first part.


2. AND


3. User (hereinafter referred to as the "User, You"), any individual or entity engaging with Urize's platform for the purposes of film production and related activities

Both Urize and User shall be collectively referred to as the “Parties” and individually as the “Party” throughout this NCNDA.

WHEREAS

I. Urize is a media technology company that operates an online platform that connects Users with creatives, allowing collaborations and the use of creative Intellectual Property ("IP") for mutual benefits, earning Urize a fee for facilitating such collaborations.

II. The User is a user of the platform

III. The Parties desire to enter into this Agreement to protect the legitimate business interests of Urize, prevent circumvention, and safeguard confidential information.

The Parties now desire to enter into this agreement on the terms and condition stated herein.

IT IS THEREFORE AGREED AS FOLLOWS:

1. Definitions:

1. “Confidential Information” means all or any of the following:
   • 1.1 All information relating to any of the parties to this Agreement, which is obtained by the Receiving Party or its Representatives, whether before or after the date of this Agreement, either in writing, orally, by observation at the offices or other premises of the Disclosing Party or in any other form in connection with paragraph (1.2) of this agreement from or pursuant to discussions with the Disclosing Party or its directors, officers, employees, agents, auditors, attorneys, consultants or advisors("Representatives");
   • 1.2 All analysis, plans, reports, compilations, studies, data, material, manuals, business plans, financial information, ideas, Intellectual Property, Personal Data, opinions, records, interpretations, forecasts of whatever nature and other documents, whether prepared by the Receiving Party or any of its Representatives, which contain or otherwise reflect or are generated from such information; and
   • 1.3 All information relating to the approach of the Receiving Party and the discussions and negotiations with the Disclosing Party in connection with paragraph (ii) of this agreement.
   • 1.4 The transaction which may include company information, data, maps, models and interpretations, external consultant technical reports, summaries, commercial, contractual and financial information.
2. “ User” means any Person or Entity registered on the Urize Platform.
3. “Discloser/Disclosing Party” means any Party to this agreement that is disclosing Confidential Information.
4. “Emerging Market” means all geographical regions where the film and TV industry is expanding or developing.
5. “Receiver/Receiving Party” means the Party receiving Confidential Information.

2. NON-CIRCUMVENTION OBLIGATIONS

2.1 The USER agrees not to directly or indirectly circumvent Urize by engaging in any of the following activities:

2. 2.1.1 Collaborating with creatives introduced by Urize outside the Urize platform;
3. 2.1.2 Engaging in any transaction with creatives introduced by Urize outside the Urize platform, including producing a sequel to a project without involving Urize;
4. 2.1.3 Entering into any arrangement that may lead to a financial benefit to any Party involved in the transaction without the involvement of Urize;
5. 2.1.4 Engaging in any conduct that undermines Urize's interests or interferes with the business relationship between Urize and its creatives.

2.2 This Non-Circumvention Clause shall remain valid for the entire duration of this Agreement and for a period of five (5) years after the Termination of the Agreement.

2.3 If, within the aforementioned five (5) year period, the User or any third party with whom the User collaborates on a project introduced by Urize creates a sequel to such project, whether directly or indirectly, Urize shall have the right to a fee as mutually agreed upon between the Parties or, in the absence of an agreement, a fee of [Agreed Percentage] percent ([X]%) of the gross revenue generated from such sequel project.

3. NON-DISCLOSURE OBLIGATIONS

3.1 The Receiving Party hereby undertakes as follows:

1. 3.1.1 That Confidential Information passed from the Disclosing Party unto the Receiving Party shall be protected against unauthorized access, use or disclosure.
2. 3.1.2 That all Confidential Information that is received from the Disclosing Party, remains the property of the Disclosing Party.
3. 3.1.3 That it shall not use, commercialize or disclose any Confidential Information it receives from the Disclosing Party to any person, or entity except under the terms of this Agreement.
4. 3.1.4 That it shall be responsible for maintaining the confidentiality of the Confidential Information (in whatever form).
5. 3.1.5 Proprietary Information shall be made available by the Receiving Party only to its representatives (Directors, Officers, Employees, Affiliates, Agents and Advisers) with a need to know the Proprietary Information for the purpose of the new Product with the Disclosing Party.
6. 3.1.6 That it shall apply to the Confidential Information no lesser security measures and degree of care than those which the Receiving Party applies to its own Confidential Information of the same level, and in any event, with reasonable care and in accordance with best practices for protection such Confidential Information.
7. 3.1.7 That it shall use the Disclosing Party’s Confidential Information only in relation to the Purpose as anticipated under this Agreement.
8. 3.1.8 That it shall not copy, use, disclose, reproduce or permit the same for any part of the Confidential Information except as may be reasonably necessary for the Purpose and in accordance with this Agreement. Any copies, reproductions or reductions to writing so made shall be the property of the Disclosing Party and shall be protected as confidential in accordance with the terms of this Agreement.
9. 3.1.9 That it shall immediately notify the Disclosing Party of any unauthorized access to, use or disclosure of the Confidential Information, and to comply with any reasonable direction from the Disclosing Party in relation to the protection of the Confidential Information

4. The undertakings in this Agreement do not apply to Confidential Information which:

4.1 is or becomes available to the public otherwise than as a result of unauthorized disclosure by the Receiving Party or any of its Representatives;

4.2 is already possessed or developed by the Receiving Party or its Representatives (as can be demonstrated by the Receiving Party or its Representative) from a source other than the Disclosing Party or its Representatives, provided that such information is not subject to an obligation (direct or indirect, implied or otherwise) of confidentiality to the Disclosing Party or any of its Representatives; or

4.3 becomes available to the Receiving Party or its Representatives on a non-confidential basis from a source other than the Disclosing Party. Provided that such source is not (to the best of the Receiving Party's knowledge) bound directly or indirectly or impliedly by an obligation of confidentiality to the Disclosing Party or any of its Representatives; and

4.4 is required to be disclosed by any applicable law or regulation, or by any government, court of competent jurisdiction, stock exchange or regulator.

5. In consideration of the Parties agreeing to make such information available to each other, the Parties agree and undertake as set out below.

5.1. Inform the Disclosing Party as soon as practicably possible if the Receiving Party becomes aware that Confidential Information has been disclosed to or obtained by an unauthorized third party.

5.2. The Receiving Party will notify all of its Representatives to whom Confidential Information is to be disclosed of the confidential nature of the Information, and the obligations of the Receiving Party under this Agreement, and shall use its reasonable endeavors to ensure that each Representative will comply with the terms of this Agreement as if that person had given the undertakings contained in this Agreement in place of the Receiving Party (the foregoing shall apply to):

1. 5.2.1. employees, officers, and directors of Receiving Party;
2. 5.2.2. employees, officers, and directors of an Affiliated Company of Receiving Party ("Affiliated Company" means any company or legal entity that controls, or is controlled by, or that is controlled by an entity that controls, a Party. "Control" means the direct or indirect ownership of more than fifty (50) percent of the voting rights in a company or other legal entity.;
3. 5.2.3. any consultant, advisor, representative or agent retained by Receiving Party whether they be an Independent Contractor or Sub-Contractor or its Affiliated Company; or
4. 5.2.4. any bank, financial institution, or entity funding or proposing to fund participation by the Receiving Party in the Area, including any consultant retained by such bank, financial institution, or entity.

5.3 For the avoidance of doubt, the Parties agree that any breach of the confidential nature of any information disclosed to the Receiving Party pursuant to and/or in relation to this Agreement by any Representative of the Receiving Party shall be deemed as a breach of the obligation pursuant to this Agreement by the Receiving Party.

6. REPRESENTATIONS AND WARRANIIES

6.1 Each party represents and warrants that:

1. 6.1.1 It validly exists under its applicable laws and has all the necessary power, approvals, and authority to enter this Agreement and disclose Confidential Information to the other Party.
2. 6.1.2 The execution, delivery and performance of this Agreement will not conflict with or breach any other agreement, judgment, injunctions, orders, regulation, or obligation to which it is a party to or to which it is bound.
3. 6.1.3 Its obligations under this Agreement are legal, valid, binding, and enforceable in accordance with its terms.

7. RETURN OF DOCUMENTS

7.1 On the earlier of either the date of expiration of the term of this Agreement, termination of this Agreement, or a written request from a Disclosing Party, the Receiving Party shall return to the Disclosing Party, all Confidential Information of the Disclosing Party in its possession or control and erase the same from all media or electronic storage device in its possession or control and if requested by the Disclosing Party, shall provide written confirmation to the Disclosing Party to that effect.

8. INDEMNITY

8.1 The Receiving Party shall indemnify the Disclosing Party and each of its Representatives and hold each of them harmless against all loss, expense, cost, liability or damage that may arise directly from the unauthorized disclosure or use of the Confidential Information or any part of it in breach of this Agreement or the enforcement of any rights against the Receiving Party under this Agreement.

9. REMEDIES

9.1. Each Party acknowledges & agrees that damages alone would not be an adequate remedy for a breach of this Agreement & that each party shall be entitled to seek the remedies of injunction, specific performance & other relief for any threatened or actual breach of this Agreement under applicable law.

9.2 The rights, powers and remedies provided by this Agreement are cumulative and do not exclude any rights, powers or remedies provided by law or by any other document other than this Agreement. No provisions in this Agreement excluding or limiting liability shall operate in favour of any person guilty of fraud.

10. SEVERABILITY AND NON-SEVERABILITY

10.1 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (to the extent that it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions.

11. TERM AND TERMINATION

11.1 This agreement will come into effect on the date of signature by both parties and shall continue indefinitely.

11.2 Either party may terminate this Agreement by providing a one (1) month written notice of termination to the other party.

In the event of any of the following occurrences, Urize may terminate this Agreement earlier than the specified term without notice to the other party:

1. 11.3.1 The commission of a material breach of this Agreement, which breach is not cured within five (5) days of the other party’s receipt of written notice of such breach; or

1. 11.3.2. Where the User engages in any act or omission that may harm the reputation or interests of Urize or its creatives.

11.4. Notwithstanding any termination of this Agreement, the provisions herein shall survive and remain in full force and shall endure for a period of five (5) years from the date of termination.

12. GOVERNMENT LAW

12.1 This NCNDA shall be governed by the laws of England and Wales.

13. DISPUTE RESOLUTION

13.1. If any dispute arises as to the validity, interpretation, effect, rights and/or obligations of the Parties under this NCNDA, the Parties shall use their best endeavors to reach an amicable settlement of the dispute within thirty (30) days, failing which they shall resort to Arbitration.

13.2. For the purposes of the clause above, a single arbitrator shall be appointed with the consent of both parties. Where parties fail to agree on one arbitrator, the appointment shall be made by the court on the application of any party to this NCNDA.

13.3. The decision of the arbitrator shall be final and binding upon the Parties and shall include an order as to costs of such arbitration and who shall be responsible for the costs.

13.4. The inclusion of this arbitration clause shall not prevent a Party from seeking relief from a competent court in appropriate circumstances.

ACCEPTANCE

By clicking "Agree" or using the Urize platform, you, the User agrees to the terms of this NCNDA and acknowledge its binding effect.