This Confidential Information Overview (This “CIO“) contains confidential information regarding MIKROTONE ENTERTAINMENT, LLC (The “Company”). By accepting this CIO the recipient agrees that it will, and will cause its directors, officers, employees, advisors and other representatives to, use this CIO and any other information supplied by or on behalf of the Company only to evaluate a possible transaction with the Company (the “Transaction”) and for no other purpose, will not divulge or permit others to divulge any such information to any other person and will not copy or reproduce in whole or in part this CIO. The recipient, by acceptance hereof, acknowledges its duty to comply with this certain Confidentiality Agreement between the recipient and the Company.
The Information contained in this CIO was obtained from the Company and other sources believed by the Company to be reliable. No assurance is given as to the accuracy or completeness of such information. This CIO does not purport to contain all the information that may be required or desired to evaluate the Company or the Transaction and any recipient hereof should conduct its own independent analysis of the Company and the data contained or referred to herein and the Transaction. In determining whether or not to proceed with a Transaction, the recipient must rely on their own examination of the Company and the Transaction.
No person has been authorized to give any information or make any representation concerning the Company or the Transaction not contained in this CIO and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. Statements in this CIO are made as of the date hereof. The delivery of this CIO at any time thereafter shall under any circumstances create an implication that the information contained is correct as of any time subsequent to the date hereof or that there has been no change in the business, condition (financial or otherwise), assets, operations, results of operations, or prospects of the Company since the date hereof. The Company undertakes no obligation to update any of the information contained in this CIO, including any projections, estimates, or forward looking statements. Any statement, estimate or projection as to events that may occur in the future (including, but not limited to, projections of revenue, expenses, and net income) were not prepared with a view toward public disclosure or complying with any guidelines of the American Institute of Certified Public Accountants, any federal or state securities commission or any other guidelines regarding projected financial information. Such statements, projections, and estimates are inherently imprecise and unreliable and the assumptions upon which they are based may prove to be incorrect. Achieving such statement, projections, or estimates will depend substantially upon, among other things, The Company achieving its overall business objectives and other factors (including general, economic, financial and regulatory factors) over which the Company may have little or no control over. There is no guarantee that any of these statements, estimates, or projections will be attained. Actual results may vary significantly from the statements, estimates, and projections, and such variations may be material and adverse.
Recipients should not construe the contents of this CIO as legal, tax or investment advice. Recipients should consult their own competent counsel, tax, accountant, business and other advisors as to legal, tax, business and other matters concerning the Company or any Transaction. This CIO does not purport to be all-inclusive or to contain all the information that a recipient may require. Recipients are advised of the need to conduct their own thorough investigation of the Company and its Industry.
MIKROTONE ENTERTAINMENT, LLC MUTUAL NON
DISCLOSURE AGREEMENT THIS MUTUAL NON DISCLOSURE AGREEMENT
(the "Agreement")
is entered into as of todays date and year by and between Mikrotone
Entertainment, LLC (the "Disclosing
Party"), and the Receiving Party submitting below to these terms.
1. Definition
of Confidential Information. For purposes of this Agreement,
Confidential Information shall mean information disclosed by the disclosing
party (the "Disclosing Party") to the receiving party
(the "Receiving Party") which relates to product
plans, designs, costs, prices and names, finances, marketing plans, business
opportunities, research, development, know-how, or personnel, including
confidential information disclosed by third parties and information relating to
any type of technology; provided that information disclosed by the disclosing
party will be considered Confidential Information by the receiving party only
if such information is conspicuously designated as "Confidential" (i)
in writing, if communicated in writing, or (ii) confirmed in writing within
thirty (30) days of disclosure if disclosed orally; and provided further that
Confidential Information shall not include information that (A) is now or
subsequently becomes generally available to the public through no fault or
breach on the part of the Receiving Party; (B) Receiving Party can demonstrate
to have had rightfully in its possession prior to disclosure to Receiving Party
by Disclosing Party; (C) is independently developed by Receiving Party without
the use of any Confidential Information; or (D) Receiving Party rightfully
obtains from a third party who has the right to transfer or disclose it.
2. Non-Disclosure and Non-Use of
Confidential Information. The Receiving Party shall not, without the prior
written approval of the Disclosing Party in each instance or unless otherwise
expressly permitted in this Agreement, use for its own benefit, publish or
otherwise disclose to others, or permit the use by others for their benefit or
to the detriment of the Disclosing Party, any of the Confidential Information.
The Receiving Party shall carefully restrict access to the Confidential
Information to those of its officers, directors and employees who clearly need
such access in order to participate on behalf of the Receiving Party in the
analysis and negotiation of a business relationship or any contract or
agreement, or the advisability thereof, with the Disclosing Party and who are
bound by written confidentiality agreements that protect third party
information. The Receiving Party may disclose Confidential Information if
required by a judicial or governmental request, requirement or order; provided
that the Receiving Party will take reasonable steps to give the Disclosing
Party sufficient prior notice of such request for Disclosing Party to contest
such request, requirement or order.
3. Ownership of Confidential Information.
All Confidential Information and
all intellectual property rights therein remain the property of the Disclosing
Party and no license or other right to Confidential Information is granted or
implied hereby.
4. Term.
The term of this Agreement is two
(2) years, provided that the Receiving Party's duty to protect the Disclosing
Party's Confidential Information shall survive expiration or termination of
this Agreement and shall expire five (5) years from the date of disclosure.
5. Injunctive
Relief. The Receiving Party understands and
acknowledges that any disclosure or misappropriation of any of the Confidential
Information in violation of this Agreement may cause the Disclosing Party
irreparable harm, the amount of which may be difficult to ascertain and,
therefore, agrees that the Disclosing Party shall have the right to apply to a
court of competent jurisdiction for an order restraining any such further
disclosure or misappropriation and for such other relief as the Disclosing
Party shall deem appropriate, such right of the Disclosing Party to be in
addition to the remedies otherwise available to the Disclosing Party at law or
in equity.
6. Return
of Confidential Information. The Receiving Party shall
immediately return to the Disclosing Party all written Confidential Information
of the Disclosing Party and any and all records, notes and other written,
printed or tangible materials pertaining to such Confidential Information upon
receipt of a written request from the Disclosing Party.
7. No Export. Neither party will export outside
the United States, if a United States company or citizen, or reexport, if a
foreign company or citizen, any Confidential Information or direct product
thereof, except as permitted by the United States Export Administration Act and
regulations thereunder and by the other party in writing.
8. Binding on Successors. This Agreement and the Receiving
Party's obligations hereunder shall be binding upon the representatives,
assigns and successors of the Receiving Party and shall inure to the benefit of
the assigns and successors of the Disclosing Party.
9. Governing Law. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of New York
.
10. Entire
Agreement. This Agreement constitutes the sole
understanding of the parties with respect to the subject matter hereof and may
not be amended or modified except in writing signed by each of the parties
hereto.
IN
WITNESS WHEREOF,
the parties hereto have entered into this Agreement on the date set forth
above.
