Request Access to the Pitch Deck

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Conditions of Access, Use, and Nondisclosure Agreement

1. Conditions of Access. This Conditions of Access, Use, and Nondisclosure Agreement (the “Agreement”) is entered into by and between (the “Recipient”) and Georgia Tom Productions, LLC, (the “Discloser”) the sole agent authorized and possessing the authority to proscribe the terms and conditions of access and disclosure of the proprietary information that is the subject of this agreement. The Recipient’s acceptance of this agreement is indicated by the clicking on and/or checking “I agree…” button/link/box provided below.


2. Purpose and Use. The purpose of this Agreement is to establish the terms under which confidential, business or proprietary information in the form of a feature film pitch deck, entitled “Take My Hand,” (also referred to as the “materials”) will be shared with the Recipient. The materials are provided to the Recipient for purposes of facilitating discussions, negotiations, and consideration of how the Discloser and Recipient might collaborate in the financing and/or actual production of a feature film based upon the proprietary information contained in the pitch deck shared under this agreement.


3. Confidential Information. All information in the pitch deck materials, but specifically with regards to purpose and use, disclosed by the Discloser to the Recipient is proprietary and “Confidential Information.” The parties intend to engage in discussions and evaluations concerning potential productions, sponsorship, investment, business opportunities, collaborations, or agreements the Confidential Information is or may be applicable to. The Recipient acknowledges that the Confidential Information is of significant value to the Discloser and agrees to hold and maintain the Confidential Information in strict confidence. Recipient shall not disclose, distribute, or otherwise make available the materials or the confidential information therein to any third party without the prior written consent of the Discloser.


4. Access. The Recipient shall be granted access to the proprietary materials, solely for the purpose and use of conducting activities as expressly authorized by the Discloser and detailed herein. The Recipient shall adhere strictly to all such guidelines, conditions and restrictions. The Recipient agrees that Recipient’s access to the materials is granted on an exclusive and non-transferable basis. However, the agreement between Recipient and Disclosure does not in any way limit or prohibit the Discloser’s right, authority or ability to share the material as Discloser deems appropriate.


5. Nondisclosure Obligations. The Recipient agrees not to disclose any portion of the Materials to any person or entity other than those employees or agents who are required to have access to the Materials in connection with the authorized purposes. The Recipient shall ensure that such employees or agents are bound by confidentiality obligations no less stringent than those contained herein.


6. Restrictions on Use. The Recipient agrees not to reproduce, modify, reverse engineer, decompile, or create derivative works of the Materials, in whole or in part, except as explicitly permitted by the Discloser. Any unauthorized use of the Materials shall be deemed a breach of this Agreement.


7. Term and Termination. This Agreement shall commence upon the date of Recipient’s agreement to the Conditions of Access, Use and Nondisclosure and will continue until terminated by the Discloser having provided the Recipient with a signed and dated written notice of that fact. The obligations of confidentiality and nondisclosure shall survive the termination of this Agreement.


8. No License Granted. The Recipient acknowledges that all Confidential Information provided under this Agreement is provided on a strictly confidential basis for the purpose of the Recipient’s evaluation for purposes of engaging in business discussion with the Discloser only and does not confer upon the Recipient any rights or licenses.


9. Remedies. In the event of a breach or threatened breach of this Agreement by the Recipient, the Discloser and/or principal owner in whole or in part of the subject pitch deck, materials, confidential information or intellectual property associated therewith, or the owner’s other agent(s) or representative(s), shall be entitled to seek any and all legal remedies available which shall include specific performance or compensatory relief, for any damage or damages incurred as result of any such breach, and injunctive relief for any anticipated breach or damage. Any such relief shall be in addition to any other remedies available in equity or at law. In the event of a breach or threatened breach of this Agreement involving the unauthorized use or disclosure of the materials or Confidential Information, if the Discloser shall be entitled to the equitable relief or specific performance, Discloser shall be so entitled without the necessity of posting a bond or other security. Nothing in this Agreement shall be construed to limit the Discloser’s rights to seek any other remedies available for the breach of this Agreement.


10. Non-Circumvention. The Recipient hereby agrees not to circumvent, avoid, bypass, or obfuscate the Discloser’s role in any negotiations, discussions, or agreements with any third parties introduced by or known to the Discloser in relation to the Confidential Information. This includes, but is not limited to, Discloser’s rights or abilities to engage in direct communication, negotiation, or entering into agreements with third parties regarding the Confidential Information. This clause extends to also protect any third party granted the contractual right or authority by the Discloser to pursue negotiations, discussions or agreements with regards to the materials and or the Confidential Information contained therein. Furthermore, the Recipient agrees to forward to the Discloser any inquiries or proposals received from any third parties in relation to the materials or the Confidential Information therein. The Recipient shall not disclose the materials or any Confidential Information to any third party without the prior written consent of the Discloser. This clause shall survive the termination of this Agreement and shall be binding upon the Recipient.


11. Governing Law. This Agreement and any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, termination or breach shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts located in Sangamon County Illinois, in the United States for the resolution of any disputes arising from or related to this Agreement.


12. Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and its application to the parties or other persons or circumstances shall not be affected thereby and shall continue to be fully enforceable permitted by law. In such case, the parties agree to substitute for the invalid, illegal, or unenforceable provision, a valid legally enforceable provision that most closely matches the intent of the original provision.


13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties. No amendment, modification, or addition to this Agreement shall be binding unless it is in writing and signed by the Discloser.