Non-Disclosure Agreement - Karter Paul Brands
This Nondisclosure Agreement (“Agreement”) is entered into as of the date of the last signature below (the “Effective Date”) by and between Karter Paul Holdings, LLC, a Georgia limited liability company, doing business as Karter Paul Brands (“KPB” or the “Disclosing Party”), and the party identified in the signature block below (the “Recipient”). In connection with the engagement described below, KPB and its Affiliates may disclose Confidential Information to the Recipient.
The Interested Party and Karter Paul Brands shall be collectively referred to as Parties and individually as Party throughout this Agreement.
1. PURPOSE.
KPB wishes to disclose Confidential Information to the Recipient so that the Recipient may evaluate or perform a possible or actual engagement as a vendor, contractor, service provider, or collaborator in connection with KPB’s live-event, broadcast, experiential, and content production activities (the “Purpose”). The Purpose and this Agreement apply to KPB and its business units, brands, divisions, and Affiliates.
2. AFFILIATES.
“Affiliate” means any entity that controls, is controlled by, or is under common control with KPB, where “control” means ownership of more than fifty percent (50%) of the voting equity of an entity or the power to direct its management and policies. KPB’s Affiliates include its business units, brands, divisions, and subsidiary entities. Each Affiliate is an intended third-party beneficiary of this Agreement and may enforce it with respect to its own Confidential Information.
3. CONFIDENTIAL INFORMATION.
“Confidential Information” means non-public information disclosed by or on behalf of KPB or its Affiliates to the Recipient, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure, including business and marketing plans, financial information, costs and pricing, contracts, broadcast and production technology and designs, unreleased creative works and related intellectual property, and customer, client, talent, vendor, venue, and personnel information. Confidential Information does not include information that the Recipient can demonstrate: (a) is or becomes public through no fault of the Recipient; (b) was rightfully known to it, without confidentiality obligation, before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of KPB’s Confidential Information.
4. RECIPIENT’S OBLIGATIONS.
The Recipient shall: (a) use Confidential Information solely for the Purpose; (b) protect it with at least a reasonable degree of care; (c) disclose it only to its employees, officers, directors, and professional advisors (and, with KPB’s prior written consent, subcontractors) who need to know it for the Purpose and are bound by confidentiality obligations no less protective than those in this Agreement, and the Recipient remains responsible for their compliance; and (d) not copy it except as reasonably necessary for the Purpose, and not sell, transfer, or assign it to any third party. The Recipient will promptly notify KPB of any unauthorized use or disclosure of which it becomes aware.
5. OWNERSHIP; NO LICENSE.
As between the Parties, all Confidential Information, and all intellectual property embodied in it, remain the exclusive property of KPB and its Affiliates. No license or other right is granted to the Recipient except the limited right to use the Confidential Information for the Purpose. This Agreement does not transfer ownership of, or create any rights in, any KPB creative work, material, or intellectual property.
6. COMPELLED DISCLOSURE.
If legally compelled to disclose Confidential Information, the Recipient will, to the extent legally permitted, give KPB prompt prior written notice, reasonably cooperate in KPB’s efforts to seek protective treatment, and disclose only the portion legally required.
7. NON-PUBLICITY.
Except as required by law, the Recipient will not disclose to any third party the existence or content of the Parties’ discussions or engagement, and will not use KPB’s (or its Affiliates’) name, marks, logos, or talent in any announcement, advertising, or promotional material — including any portfolio, demo reel, website, social media post, or case study — without KPB’s prior written consent.
8. TERM; RETURN.
This Agreement continues for three (3) years from the Effective Date, and the Recipient’s obligations survive for three (3) years after its expiration or termination; provided that, as to any Confidential Information that constitutes a trade secret under the Georgia Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.), those obligations continue for as long as the information remains a trade secret under applicable law. Upon KPB’s request or upon completion of the Purpose, the Recipient will promptly return or destroy KPB’s Confidential Information and, upon request, certify such destruction in writing, except that it may retain one archival copy for legal or compliance purposes and routine electronic backups, in each case subject to the continuing obligations of this Agreement.
9. EQUITABLE RELIEF.
The Recipient acknowledges that KPB’s Confidential Information is unique and valuable and that a breach or threatened breach may cause irreparable harm for which monetary damages would be inadequate. Accordingly, in addition to all other remedies available at law or in equity, KPB (and any affected Affiliate) may seek injunctive or other equitable relief without the necessity of posting a bond.
10. GENERAL.
All Confidential Information is provided “AS IS,” without warranties of any kind. Nothing in this Agreement obligates either Party to enter into any transaction in the absence of a separate definitive written agreement. This Agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles, with exclusive jurisdiction and venue in the state and federal courts located in [Fulton] County, Georgia. The Recipient may not assign this Agreement without KPB’s prior written consent; KPB may assign it to an Affiliate or to a successor. This Agreement is the entire agreement of the Parties on its subject matter and supersedes all prior understandings; may be amended only by a writing signed by both Parties; may be executed in counterparts and by electronic signature; and binds and benefits the Parties and their permitted successors and assigns. Notices must be in writing and delivered to the addresses in the signature block (for KPB, to the attention of Paul James, III (Tre James), Karter Paul Holdings, LLC) and are effective upon receipt.
By signing below, the parties agree to the terms of this Mutual Nondisclosure Agreement.
