IFR Worldwide -- International Film Resources

Form #1: Non-Disclosure / Non-Circumvention


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This Reciprocal Non-Disclosure Agreement (hereafter referred to as the "Agreement"

made and effective this ___ day of ____________, 2004 by and between

International Film Resources, LLC, A Massachusetts corporation,

(hereafter referred to as the "First Party"), and


(hereafter referred to as the "Second Party").


In furtherance of a possible business relationship, First Party and Second Party desire to arrange for each to receive certain confidential and proprietary information of the other party.


NOW, THEREFORE, the parties hereto agree as follows:


1. Information.
For the purposes of this Agreement, "Confidential Information" shall mean information or material that is confidential and proprietary to the disclosing party ("Owner"). Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature: screenplays, designs, drawings, specifications, models, documentation, diagrams, marketing and development plans, business plans, financial information, customer lists, and other similar information that is proprietary to and confidential information of the Owner. Confidential Information that is disclosed orally must be identified as such in writing within five (5) days of disclosure.

2. Ownership.
All Confidential Information disclosed by Owner shall remain the property of Owner. Nothing herein shall require the disclosure of any Confidential Information.

3. Use of Information.

A. A receiving party ("Recipient") shall use the Confidential Information only for the purposes of evaluating Owner's products, services and any proposed business transaction. Following disclosure, Recipient shall keep confidential and not disclose the Confidential Information to any other person, firm, or corporation [Non-Disclosure Period]. A Recipient shall be under no obligation if any Confidential Information: (i) is or becomes part of the public domain other than by breach of this Agreement by Recipient; (ii) is developed by Recipient independent of any Confidential Information; or (iii) is rightly received by Recipient from a third party.

B. First Party and Second Party each agree to restrict circulation of Confidential Information in their respective organizations to those employees who need to receive Confidential Information in order to carry out the above-stated purposes and to give such employees instructions to hold in confidence all Confidential Information made available to them and to use the Confidential Information only for authorized purposes.

4. Return of Information.
All Confidential Information and copies thereof shall be returned to the Owner at Owner's request. At the Owner's option, Confidential Information, including all copies, may instead be destroyed by Recipient, provided Recipient certifies such destruction to Owner within 5 days.

5. No Exclusivity
Nothing in the Agreement shall be construed to prohibit either party from dealing with any other person, firm, or other entity regarding the distribution, purchase or use of any product or service or for any other reason.

6. No Publicity.
Each party agrees that it will not, without the prior written consent of the other, issue any press release or announcement or otherwise disclose the existence or nature of this Agreement and/or proposed business arrangement.

7. No Assignment.
This Agreement may not be assigned by either party without the prior written consent of the other party.

8. Severability.
If any provision of this Agreement shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included in this Agreement.

9. No License.
Nothing herein shall be construed as a grant by an Owner of any license, directly or by implication, estoppel or otherwise, in any Confidential Information.

10. Governing Law.
This Agreement shall be construed according to and governed by the laws of the Commonwealth of Massachusetts

11. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;


If to IFR...  480 Washington Street, Norwood MA  02062


If to The Second Party...  ________________________________________________


12. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

13. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first written above.


For Second Party: 


Print Name: ________________________ Signature: _________________________

Date: ______________


Print Name: ________________________  Signature: _________________________

Date: ______________


Print Name: ________________________  Signature: _________________________

Date: ______________



For International Film Resources:


Print Name: ________________________  Signature: _________________________

Date: ______________



Confidential Information Will Not Be Provided

Unless This Agreement Is Accepted By IFR.



125 Moose Hill Parkway  Sharon, MA  02067

781-367-6009          781-367-3160
 Larry Babb          John Sottile

with and without the letters "IFR," animated or not, is an enduring trademark of IFR Worldwide
Created By
John David Sottile