This Non-Disclosure Agreement (“Agreement”) is entered into as of _____________ (“Effective Date”) by and between Gural & Jacobson, LLC, and/or its affiliated entities, producers, representatives, successors, and assigns (“Disclosing Party”), and __________________________ (“Receiving Party”).

1. Purpose

The Disclosing Party is developing a motion picture project currently entitled “My Buddy from Brooklyn” (the “Project”). In connection with evaluating, advising, consulting, collaborating on, or otherwise assisting with the Project, the Receiving Party may be given access to confidential and proprietary information. This Agreement governs the handling of that information.

2. Definition of Confidential Information

“Confidential Information” includes, without limitation, any and all information disclosed by the Disclosing Party, whether oral, written, visual, electronic, or otherwise, including but not limited to:

• Screenplays, drafts, treatments, outlines, scripts, dialogue, characters, scenes, plot points, themes, titles, taglines
• Story ideas, concepts, research, historical interpretations, notes, annotations
• Business plans, budgets, financing strategies, investor information
• Casting ideas, talent discussions, crew lists, locations, production schedules
• Marketing plans, distribution strategies, pitch materials
• Personal information relating to real individuals portrayed or referenced
• Any derivative, summary, analysis, or recollection of the above

Confidential Information includes information disclosed before or after the Effective Date.

3. Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate:

a) Is or becomes publicly available through no breach of this Agreement
b) Was lawfully known to the Receiving Party prior to disclosure
c) Is lawfully received from a third party without restriction
d) Is independently developed without reference to the Confidential Information

4. Obligations of the Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence
• Use the Confidential Information solely for purposes related to the Project
• Not disclose the Confidential Information to any third party without prior written consent
• Take reasonable measures to protect the confidentiality of the information
• Not copy, reproduce, distribute, publish, exploit, or publicly discuss the Confidential Information

5. No Rights Granted

Nothing in this Agreement grants the Receiving Party any ownership, license, option, or other rights in or to the Project or the Confidential Information. All rights are expressly reserved by the Disclosing Party.

6. Non-Circumvention

The Receiving Party agrees not to circumvent the Disclosing Party by contacting, negotiating with, or exploiting any investors, talent, collaborators, or business opportunities introduced or revealed through the Confidential Information without written authorization.

7. Return or Destruction

Upon request, or upon termination of discussions, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction if requested.

8. Term

The obligations of confidentiality under this Agreement shall survive for five (5) years from the date of disclosure, or indefinitely for trade secrets and unpublished creative works, to the fullest extent permitted by law.

9. Injunctive Relief

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm. The Disclosing Party shall be entitled to injunctive relief, in addition to any other remedies available at law or equity, without the necessity of posting bond.

10. No Obligation to Proceed

Nothing in this Agreement obligates either party to proceed with any transaction, agreement, or relationship regarding the Project.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of ____________________, without regard to conflict of law principles.

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding confidentiality and supersedes all prior discussions or agreements, whether written or oral.

13. Amendments

This Agreement may be amended only by a written document signed by both parties.

14. Severability

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

15. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

DISCLOSING PARTY:
Gural & Jacobson, LLC

By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________

RECEIVING PARTY:

Signature: ________________________
Name: ____________________________
Date: _____________________________