NDA - Moonshot Animation Studios (Signed)

Moonshot Studio Inc.
377 Valley Rd Unit #2567 Clifton, NJ 07013

www.moonshotanimations.com/
THIS NON-DISCLOSURE AGREEMENT between: “ ”, and _Moonshot

Animation Studio (“the recipient”), relates to the revelation of certain proprietary and/or confidential
information by the Disclosing Party during discussions concerning the development of the Disclosing
Party’s project or projects including but not limited to videos, audio, scripts, program descriptions, and
expansion or distribution strategies. The terms and the obligations of both parties under this Agreement
(items 1-9 below) shall come into effect immediately and will survive termination of the Agreement
between the parties and shall be binding upon their respective heirs, successors, assigns, and affiliates.
As used in this agreement, the phrase “recipient” also includes any of the recipient’s team, colleagues,
officers, directors, employees, agents, and representatives, including, without limitation, attorneys,
accountants, consultants, and advisors (collectively “representatives”). The Disclosing Party wishes to
protect any of its proprietary or confidential information being revealed under this agreement, and, to
that end, the parties hereby agree as follows:
1. Proprietary and Confidential Information. Both parties agree that any and all proprietary and/or
confidential information, whether written or oral, which is disclosed to the recipient shall be subject to
the terms of this agreement. During the term of this agreement and thereafter, the recipient must not, for
any reason whatsoever, either individually or in partnership or jointly or in conjunction with any person
or persons, firm, company, or corporation, as employee, independent contractor, principal, agent,
shareholder, director, or in any other manner, whether directly or indirectly, share and/or sell information
the Disclosing Party provides to the recipient.
2. Non-disclosure to Third Parties. The recipient of the information shall treat the information as the
proprietary and confidential information of the Disclosing Party’s, and shall not disclose the information
to any other person or entity except as authorized, and shall safeguard the information at least to the
same extent that it would their own proprietary and confidential information. The recipient shall
immediately notify the Disclosing Party of any request by any third person that the information be
disclosed and shall cooperate with the Disclosing Party in his or her efforts to protect the information
from disclosure. The recipient further agrees to promptly notify the Disclosing Party of any request by a
court or regulatory agency (or other governmental body) for information owned by the Disclosing Party
prior to complying with such a request, and to cooperate with the Disclosing Party in obtaining adequate
protective orders and arrangements for the information.
3. Publicity. The recipient shall not publicly either announce or disclose the terms or conditions of this
agreement, or the fact that the aforementioned discussions are taking place or the nature of such
discussions, without the prior written consent of the Disclosing Party. This provision shall survive any
expiration, termination, or cancellation of this agreement.
4. Ownership and Use of Information. All information delivered by the Disclosing Party to the
recipient pursuant to this agreement shall be and remain the property of the Disclosing Party and such
information, if written, and any paper copies or electronic versions thereof, as well as any summaries of
any information disclosed orally, shall be returned to the Disclosing Party within 48 hours from receipt
of written request or destroyed, at the Disclosing Party’s choice. The recipient shall not use the
information for any purpose other than to evaluate possible improvements, depth of information
provided, and any other project scope discussed in writing. In any event, the disclosure by the Disclosing
Party of information shall in no way preclude the receiving party from purchasing or using similar
information or products.
5. Survival. The terms, conditions and warranties contained in this agreement by their sense and context
are intended to survive the performance hereof by either or both parties hereunder, shall so survive the
completion of performance or termination of this agreement.
6. Legal Obligation. The recipient acknowledges and agrees that the Disclosing Party reserves the right
to take any legal action to which s/he may be entitled in the event of breach, in full or in part, of the
confidentiality and non-disclosure provisions of this agreement.
7. Employee Access and Control of Information. The recipient shall maintain a list of the names of
their representatives, if any, who shall have had access to same, and shall furnish such list to the
Disclosing Party at his or her request. However, prior to any such access, the recipient shall inform each
such representative of the proprietary and confidential nature of the information and of the recipient’s
obligations under this agreement. Each such representative shall also be informed that, by accepting
such access, he or she thereby agrees to be bound by the provisions of this agreement. Furthermore, by
allowing any such access, the recipient agrees to be and remain jointly and severally liable for any
disclosure by any such representative not in accordance with this agreement.
8. Exceptions. The obligations contained herein shall not apply to: (a) information which is now in or
hereafter enters the public domain without a breach of this agreement; (b) information known to the
recipient prior to the time of disclosure by the Disclosing Party or independently developed by the
recipient’s representatives without access to the Disclosing Party’s personal information; or (c)
information disclosed in good faith to the recipient by a third person legally entitled to disclose the same.
9. Miscellaneous. The obligations of the parties shall be binding on and be to the benefit of their
respective heirs, successors, assigns, and affiliates. This agreement may be amended or modified only by
a subsequent agreement in writing.
By: By:
Chris Ramzi
Name Recipient
Disclosing Party
08/18/2022 08/18/2022

NDA - Moonshot Animation Studios (Signed)

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NDA - Moonshot Animation Studios (Signed)

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Moonshot Studio Inc.

377 Valley Rd Unit #2567 Clifton, NJ 07013

THIS NON-DISCLOSURE AGREEMENT between: “ ”, and _Moonshot

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