Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement ("Agreement") is made effective as of Date Selected on form-("Effective Date"), by and between Almighty Wings Productions LLC ("Disclosing Party"), of 10528 Thorn Grove Pike, Knoxville, Tennessee 37871, and ("Receiving Party").
Subject: Investor Portal Access for Almighty Wings Productions LLC Projects
The Disclosing Party has requested, and the Receiving Party agrees, to protect the confidential material and information disclosed through the investor portal. Therefore, the parties agree as follows:
I. Confidential Information
"Confidential Information" means any proprietary information or material disclosed by the Disclosing Party to the Receiving Party, whether or not marked as confidential, including but not limited to business plans, financial projections, project concepts, scripts, intellectual property, and client or partner details related to Almighty Wings Productions LLC’s operations and projects.
Exclusions: Confidential Information does not include information that:
Is publicly known through no fault of the Receiving Party.
Was rightfully received by the Receiving Party from a third party without confidentiality obligations.
Was independently developed by the Receiving Party without reference to the Disclosing Party’s information.
Is disclosed pursuant to a legal obligation, provided the Receiving Party notifies the Disclosing Party promptly.
II. Protection of Confidential Information
The Receiving Party acknowledges the Confidential Information’s value and agrees to:
Non-Disclosure: Hold the Confidential Information in strict confidence and not disclose it to any third party without the Disclosing Party’s prior written consent.
No Copying/Modification: Not copy, modify, or reproduce the Confidential Information without prior written consent.
Unauthorized Use Notification: Promptly notify the Disclosing Party of any suspected unauthorized disclosure or use.
Employee Restrictions: Disclose Confidential Information only to employees or agents who need to know for the Agreement’s purpose and who are bound by similar confidentiality obligations.
III. Injunction for Unauthorized Disclosure
If the Receiving Party breaches or threatens to breach this Agreement, the Disclosing Party may seek an injunction to prevent further disclosure, in addition to other remedies, including damages.
IV. Return of Confidential Information
Upon the Disclosing Party’s written request, the Receiving Party shall return or destroy all Confidential Information within five (5) business days, providing a signed certification of compliance.
V. No Obligation or Warranty
This Agreement does not obligate either party to enter into a business relationship or guarantee the accuracy or completeness of the Confidential Information. The Confidential Information is provided “AS IS” without warranties of any kind.
VI. Limited License
The Receiving Party receives no intellectual property rights under this Agreement except a limited license to review the Confidential Information for the purpose of evaluating investment opportunities.
VII. Term and Survival
This Agreement’s obligations survive for three (3) years from the Effective Date or until the Disclosing Party releases the Receiving Party in writing. Confidential Information received during the term remains protected indefinitely.
VIII. Governing Law
This Agreement is governed by the laws of Tennessee, with any disputes resolved in the courts of Knox County, Tennessee.
IX. General Provisions
This Agreement constitutes the entire understanding regarding confidentiality, superseding prior agreements. Amendments must be in writing and signed by both parties. If any provision is invalid, the remaining provisions remain enforceable. Neither party may assign this Agreement without the other’s written consent.
X. Whistleblower Protection
This Agreement complies with the Defend Trade Secrets Act, providing immunity for disclosures of trade secrets made in confidence to government officials or attorneys to report suspected legal violations, or in sealed legal filings.
Signatures
Disclosing Party: Almighty Wings Productions LLC By:Matt Wilmoth, President
Receiving Party:
