CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (this “Agreement”) is a binding legal agreement between Skyship Entertainment Company Inc. (“Skyship”) and the individual or organization that clicks “I Agree” or otherwise accepts this Agreement (“you” or “your”).
This Agreement is intended to protect Skyship’s Confidential Information that may be disclosed to you in connection with your potential engagement by Skyship to provide musical arrangement and related services.
- Purpose. Skyship may provide you with access to certain confidential and proprietary materials so that you may prepare and submit arrangement or related musical materials to Skyship under a separate agreement for your services (the “Purpose”).
- “Confidential Information” means all non-public information disclosed or made available by or on behalf of Skyship to you in connection with the Purpose, whether before or after you accept this Agreement, and whether in written, oral, visual, electronic, digital, or other form, including without limitation (a) any songwriter guide, arranger guide, brief, creative direction, instructions, notes, examples, templates, standards, technical specifications, feedback, or other guidance; (b) any songs, compositions, lyrics, recordings, stems, demos, masters, files, videos, scripts, artwork, characters, concepts, formats, productions, or other creative materials provided by or on behalf of Skyship; (c) Skyship’s trade secrets, proprietary know-how, methods, systems, processes, techniques, preferences, business information, production information, and non-public information concerning Skyship or its business; and (d) all materials prepared by you that contain, reflect, are based on, or are derived from any of the foregoing. Confidential Information does not include information that you can establish by written records: (a) was publicly available before Skyship disclosed it to you; (b) became publicly available through no breach of this Agreement by you; (c) was lawfully in your possession without confidentiality restrictions before Skyship disclosed it to you; or (d) was independently developed by you without use of, reference to, or reliance on Skyship’s Confidential Information.
- Non-Use and Non-Disclosure. You shall: (a) keep all Confidential Information strictly confidential; (b) use Confidential Information solely in connection with the Purpose; (c) not use Confidential Information for your own benefit or for the benefit of any third party, except as permitted by this Agreement; (d) not disclose Confidential Information to any person without Skyship’s prior written consent, except to your legal or professional advisors who have a need to know the information and are bound by confidentiality obligations at least as protective as this Agreement; (e) not deconstruct, analyze, summarize, adapt, modify, or create derivative materials from the Confidential Information except in connection with the Purpose; and (f) promptly notify Skyship of any unauthorized use, disclosure, access, loss, or suspected compromise of any Confidential Information.
- Compelled Disclosure. If you are legally required to disclose any Confidential Information, you will give Skyship prompt written notice before making the disclosure so that Skyship may seek a protective order or other appropriate remedy and you will reasonably cooperate with Skyship in seeking such confidential treatment. You will disclose only the portion of the Confidential Information that you are legally required to disclose.
- Return and Destruction of Confidential Information. Upon Skyship’s request, or when you no longer require the Confidential Information for the Purpose, you shall promptly irretrievably delete and destroy (or return if requested by Skyship) all Confidential Information in your possession or control.
- No Licence to Skyship Materials. All Confidential Information remains the exclusive property of Skyship. Nothing in this Agreement grants you any right in or to the Confidential Information except the limited right to access and use the Confidential Information solely for the Purpose.
- Remedies. You acknowledge that any breach of this Agreement by you, including any unauthorized use or disclosure of Confidential Information, will cause irreparable harm to Skyship for which damages may not be an adequate remedy. Skyship is entitled to seek injunctive and other equitable relief, in addition to any other rights or remedies.
- Duration. Your obligation of confidentiality under this Agreement will remain in force until such time as the Confidential Information becomes public and made generally available through no action or inaction of yours.
- Miscellaneous. Headings and captions are for convenience only and do not affect interpretation. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without any reference to conflict of laws principles. Any action or proceeding arising out of this Agreement will be instituted in the Province of Ontario and the parties hereby submit to the exclusive jurisdiction thereof. This Agreement is the entire agreement of the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements and other understandings of the parties. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof. This Agreement may not be amended, nor any obligation waived, except by written document signed by each of the parties. This Agreement shall bind and inure to the benefit of the Parties and their successors and permitted assigns. You will not assign your rights or delegate your obligations under this Agreement, in whole or in part, without the prior written permission of Skyship. Any attempted assignment in violation of the previous sentence shall be null and void. This Agreement shall be deemed severable and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or any other term of provision hereof. Nothing in this Agreement creates any employment, partnership, joint venture, or fiduciary relationship between you and Skyship. You have no authority to bind Skyship or act on Skyship’s behalf.
BY CHECKING THE “I AGREE” BOX BELOW YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT.
