Tenacity Artistic

This Confidentiality Agreement (this “Agreement”) is made effective as of April 18, 2025, between Tenacity Artistic Inc., its subsidiaries, affiliates, and licensees (the “Owners”) of PO Box 48890, Los Angeles, California 90048-0890, and you (the “Recipient”) whose information will collected during the Tenacity Artistic Productions website authorized user registration process.

Tenacity Artistic Inc. is engaged in the business of entertainment production. The Recipient is primarily engaged in entertainment business services, including but not limited to producing, investing, or managing entertainment ventures. Information, files, project concepts, and project materials will be disclosed to the Recipient for the Recipient to assist with production of one or multiple projects. The Owners have requested and the Recipient agrees that the Recipient will protect the confidential material and information that may be disclosed between the Owners and the Recipient. Therefore, the parties agree as follows:

1. I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to the Owners, whether or not owned or developed by the Owners, which the Recipient may obtain through any direct or indirect contact with the Owners.
1. A. Confidential Information includes without limitation:
1. a) Business records and plans
2. b) Financial statements
3. c) Trade secrets
4. d) Technical information
5. e) Products
6. f) Costs
7. g) Copyrights and other intellectual property
8. h) Project scripts, loglines, treatments, and synopsis’
And other proprietary information.
2. B. Confidential Information does not include:
1. a) Matters of public knowledge that result from disclosure by the Owners
2. b) Information rightfully received by the Recipient from a third party without a duty of confidentiality
3. c) Information independently developed by the Recipient
4. d) Information disclosed by operation of law
5. e) Information disclosed by the Recipient with the prior written consent of the Owners
And any other information that both parties agree in writing is not confidential.
2. II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owners by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special, and unique asset of the Owners which provides the Owners with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the disclosure of the Confidential Information, the Recipient agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of the Owners. In addition, the Recipient agrees that:
1. A. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owners.
2. B. Application to Employees. Further, the Recipient shall not disclose any Confidential Information to any employees of the Recipient or outside employers, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owners.
3. C. Unauthorized Disclosure of Information. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owners shall be entitled to an injunction to restrain the Recipient from disclosing, in whole or in part, the Confidential Information. The Owners shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
4. D. Liquidated Damages for Breach of Confidentiality. The Recipient agrees and acknowledges that any breach of the confidentiality provision of this Agreement shall cause the Owners irreparable injury and as a result, the Recipient understands that by breaching the confidentiality provision of this Agreement, the Recipient will owe in liquidated damages the amount of $1,000,000 (one million dollars) to the party that has been irreparably harmed. Nothing contained in this liquidated damages provision is intended to prevent the Recipient or the Owners from testifying truthfully if compelled to do so by subpoena or any order of any court of competent jurisdiction.
3. III. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owners, the Recipient shall return to the Owners, all written materials containing the Confidential Information and destroy any and all digital copies containing Confidential Information. The Recipient shall also deliver to the Owners written statements signed by the Recipient certifying that all materials have been returned or destroyed within five (5) days of receipt of request.
4. IV. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture. This Agreement is not an offer of employment nor does it hire an independent contractor to render any type of service.
5. V. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an AS IS basis. THE OWNERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owners do not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
6. VI. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use set out above. The Recipient acknowledges that, as between the Owners and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owners, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
 
7. VII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive indefinitely from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of California. This Agreement shall not be assignable by either party, and neither party may delegate its duties under this Agreement, without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect after the effective date of this Agreement.