Stardom Records LLC, their agents, officers, representatives, employees, consultants, affiliates, successors and assigns (the “Company”) in connection with your association with the Company, including but not limited to certain assignments, providing services, meetings, gatherings or other business transactions, as requested and as authorized by Company (“Authorized Purpose”). Whether we are furnishing such information to you, or you simply are exposed to or have access to such information, we are requiring that you agree, as set forth below, (“the Agreement”) to treat confidentially such information, and any other information Company furnishes to you, whether furnished orally or in writing, before or after the date of this agreement, including but not limited to ideas, business associates, vendors, concepts, samples, sketches, artwork, data, financial information, designs, plans, media, creative processes, proposals, correspondence, social media posts containing the STRDM ARTIST AND INFLUENCERS, agreements and the associated terms, or any personal information or material related directly or indirectly to Company (collectively, the "Confidential Material").
You agree that the Confidential Material will be used only for purposes for which it is authorized and will not be used, directly or indirectly, by you for your own benefit, to compete with Company or in any way detrimental to the Company. You also agree that the Confidential Material will be kept confidential by you and your agents; provided, however, that (1) Such information may be disclosed to your officers, directors, partners, business partners, entities owned or controlled by you, employees, consultants, contractors, counsel, investment bankers and other of your representatives who need to know such information (hereinafter collectively referred to as “Affiliates” or “Representatives”) for the Authorized Purpose (it being understood that you will direct such Representatives to agree in writing to treat such information confidentially), and (2) any disclosure of such information to others may be made to those to which the Company consents in writing. Without the prior written consent of the Company, you will not, and will direct your Affiliates and other representatives not to, disclose to any person, sources, or mediums of communication either the fact that discussions or negotiations are taking place concerning possible transactions or any of the terms, conditions, preferences, considerations, parties involved or other facts with respect to any such possible transaction, including the status thereof. The term "person" as used in this agreement shall be broadly interpreted to include, without limitation, any corporation, company, entity, group, association, partnership or individual. If you or any of your Affiliates or agents are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, Confidential or similar process) to disclose any Confidential Material, it is agreed that you will cooperate with the Company and provide it with prompt notice of such request(s) so that the Company may seek an appropriate protective order and/or waive compliance by you with the provisions of this agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, you or your Affiliates or agents are nonetheless in the opinion of your counsel, legally required to disclose Confidential Material to any tribunal or else stand liable for contempt or suffer other censure or penalty, you may disclose such information to such tribunal without liability hereunder.
You acknowledge and agree that Company has and will have exclusive proprietary and other rights in the Confidential Material including, without limitation, any and all worldwide patent, copyright, trademark, trade secret and other intellectual property rights, however and whenever arising (collectively, the “Proprietary Rights”). You acknowledge and agree that: (i) no title or ownership of the Confidential Material is transferred to you by this Agreement; (ii) the Confidential Material and all Proprietary Rights therein are and shall remain the exclusive property of Company; and (iii) you shall not have any right or interest in the Confidential Material. You hereby acknowledge that the Confidential Material is being furnished to you in consideration of your agreement that you will not submit any proposal for a transaction involving you (or any of your Affiliates) and the Company or any of its subsidiaries, or attempt to profit in anyway, apart from Company, with such Confidential Material shared by Company. You and your Representatives will take all reasonable steps and absolute best efforts to protect and avoid accidental disclosure or misappropriation of Confidential Material. You also agree that the Company shall be entitled to equitable relief, including injunction, in the event of any actual or threatened breach of the provisions of this paragraph and that you shall not oppose the granting of such relief.
If no transaction is effected involving you and the Company after you have been furnished with Confidential Material, you will promptly, upon the request of the Company, deliver to the Company the Confidential Material and any notes relating thereto, without retaining any copy thereof. The term "Confidential Material" does not include information which (1) becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (2) was available to you on a non confidential basis prior to its disclosure by the Company or its representatives, or (3) becomes available to you on a non confidential basis from a source other than the Company or its representatives, provided that such source is not bound by a confidentiality agreement with the Company or its representatives, and no reasonable person would consider such information confidential.
Although we have endeavored to include in the confidential material information known to us which we believe to be relevant for the purpose of our discussions, you understand that we do not make any representation or warranty as to the accuracy or completeness of the confidential Material. You agree that neither the Company nor its representatives shall have any liability to you or any of your representatives resulting from the use of the Confidential Material supplied by us or our representatives.
The ongoing necessity to protect the reputation, business and personal life of Artist requires that the obligation with respect to the Confidential Material survive for the life of the Artist or any period thereafter if Artist could suffer any harm, shame or embarrassment or loss or any kind. This Agreement will terminate automatically upon the completion or termination of the parties’ business relationship; provided, however, that the obligation with respect to the Confidential Material will survive for the life of the Artist plus 100 years or to the fullest extent allowed by law, or as agreed in writing.
It is further understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof not shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege.
This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent contractor and not as an agent of the other party for any purpose, and neither will have the authority to bind the other, except as explicitly set forth in a separate written agreement signed by the parties.
You agree that unless and until a definitive agreement between the Company and you with respect to any transaction referred to in the first paragraph of this agreement has been executed and delivered, neither the
Company nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction, by virtue of any other written or oral expression with respect to such a transaction by any of its officers, directors, general partners, employees, counsel, financial advisors or other representatives except for the subject matter specifically agreed to herein. The agreement set forth in this paragraph may only be modified or waived by a separate writing by the Company and you expressly modifying or waiving such agreement.
This agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, USA, and the Island of Jamaican.
If you are in agreement with the foregoing, please indicate by signing and returning one copy of this agreement.