Section 1: Purpose and Scope

The Parties wish to explore a potential business relationship related to graphic design services. In connection with the business relationship, the Disclosing Party may disclose confidential and proprietary information only to the Receiving Party. The Parties desire to protect such information from unauthorized disclosure or use.

Section 2: Definition of Confidential Information

“Confidential Information” refers to any non-public information, including but not limited to, trade secrets, financial information, client lists, marketing strategies, proprietary designs, concepts, technical specifications, business plans, and any other information that is disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or in any other form, and is designated as confidential or should be reasonably understood as confidential. 

Section 3: Obligations of the Disclosing Party

The Disclosing Party agrees to the following obligations with respect to the Confidential Information:

1. Limited Disclosure: The Disclosing Party acknowledges that it will only disclose Confidential Information that is necessary for the purposes of the potential business relationship between the Parties. The Disclosing Party shall exercise reasonable care to provide only accurate and up-to-date information to the Receiving Party.

2. Marking of Confidential Information: The Disclosing Party shall clearly mark or identify any Confidential Information that is disclosed to the Receiving Party as “Confidential” or with an appropriate designation to indicate its confidential nature. In the absence of marking, the Disclosing Party shall make a good-faith effort to identify the information as confidential when disclosed orally or visually.

3. Monitoring and Enforcement: The Disclosing Party shall monitor the Receiving Party’s compliance with the obligations set forth in this Agreement. In the event that the Disclosing Party becomes aware of any unauthorized use or disclosure of Confidential Information, it shall take prompt and appropriate action to enforce its rights and protect the confidentiality of such information.

4. Reporting of Unauthorized Disclosure: If the Disclosing Party becomes aware of any actual or suspected unauthorized use or disclosure of the Confidential Information by the Receiving Party in writing and required to provide all relevant details pertaining to such unauthorized disclosure.

5. Residual Knowledge: The Disclosing Party Acknowledges that, despite its efforts to protect Confidential Information, the Receiving Party’s employees or representatives may retain residual knowledge in their memories. However, the Receiving Party shall continue to be bound by the confidentiality and exclusivity obligations outlined in this Agreement and the Company-Client Contract with respect to such residual knowledge.

6. Limitations of Liability: The Disclosing Party agrees that, to the fullest extent permitted by law, the Receiving Party shall not be liable for any loss, damage, or expense arising from the use or disclosure of the Confidential Information unless such use or disclosure constitutes a material breach of this Agreement and Company-Client Contract.

Section 4: Obligations of the Receiving Party

The Receiving Party agrees to the following obligations with respect to the Confidential Information:

1. Non-Disclosure: The Receiving Party shall not disclose, reveal, or make accessible any Confidential Information to any third party or competing agency/business without the prior written consent of the Disclosing Party.

2. Non-Use: The Receiving Party shall not use the Confidential Information for any purpose other than the purposes contemplated in this Agreement and the Company-Client Contract.

3. Standard of Care: The Receiving Party shall exercise reasonable care and diligence in safeguarding the Confidential Information and will take all necessary measures to prevent unauthorized access, use, or disclosure.

4. Employees and Agents: The Receiving Party shall restrict access to the Confidential Information only to those of its employees and agents who have a legitimate need to know the information and are bound by confidentiality obligations at least as restrictive as those contained herein. 

5. Exceptions: 

1. Was already known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.

2. Becomes publicly available or enters the public domain through no fault of the Receiving Party.

3. Is independently developed by the Receiving Party without reference to or use of the Confidential Information.

4. Is required to be disclosed by law, regulation, court order, or other legal process. In such cases, the Receiving Party shall notify the Disclosing Party promptly and cooperate in seeking a protective order or other appropriate remedy.

Section 5: Return or Destruction of Confidential Information

Upon the Disclosing Party’s request or the termination of the business relationship between the Parties, the Receiving Party shall promptly return or, at the Disclosing Party’s option, destroy all copies of Confidential Information and provide written certification of such action to the Disclosing Party.

Section 6: Intellectual Property

Nothing in this Agreement shall be constructed as granting, either expressly or by implication, any license, right, or interest in any intellectual property of the Disclosing Party, except as expressly stated in a separate written agreement (Company-Client Contract).

Section 7: Duration of Obligations

The obligations of confidentiality under this Agreement shall remain in complete effect for a period of 3 years from the Effective Date [Sunday, August 06, 2023], or until the Confidential Information becomes publicly available through lawful means, whichever occurs first.

Section 8: Governing Law and Jurisdiction

This Agreement shall be governed by and constructed in accordance with the laws in the State of Florida, United States of America, without regard to its conflict of laws principles. Any disputes arising under or in connection to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Leon and Duval County Florida, United States of America.

Section 9: Entire Agreement

This Agreement constitutes the entire understanding and agreement between Dorrian Did It (DDI) Media, DVSION Productions LLC, and (Insert Client Name) concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.