This is an Agreement made as of the date of this form's submission, between

Miller-Villela Productions, LLC ("Disclosing Party"), with offices at: 2222 Pennington Drive, Wilmington, DE 19810, and the undersigned ("Receiving Party").

Disclosing Party and Receiving Party shall include each party’s subsidiaries, parents and associates their respective directors, officers, and employees ("affiliates"), and the rights and obligations of the parties hereto therefore also shall inure to such affiliates and may be enforced directly by or against such affiliates.

As an express condition to each party disclosing Confidential Information to the other party and in consideration of the mutual promises and covenants herein, the parties agree as follows:

1. Non-Disclosure.

The party receiving Confidential Information (the "Receiving Party") shall hold all Confidential Information (as defined in Section 2) in strict confidence and shall not disclose any Confidential Information to any third party, without the prior written approval of the Disclosing Party. The Receiving Party shall disclose Confidential Information only to those individuals who need to know such information to perform or read same, as agreed with the Disclosing Party, and who have signed agreements that obligate them to treat Confidential Information as required under this Agreement. The Receiving Party shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information; provided, however, that such measures shall be no less stringent than measures taken to protect its own confidential and proprietary information. Each party agrees that it will not interfere with any business of the other party through the use of any Confidential Information acquired hereunder nor use any Confidential Information for its own account.

2. Confidential Information.

"Confidential Information" in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned by the Receiving Party, pertaining in any manner to the business of the Disclosing Party or to the Disclosing Party’s affiliates, subsidiaries, consultants or business associates, whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by the Disclosing Party or otherwise provided by the Disclosing Party. "Confidential Information" includes, without limitation, the following:

(a) production diagrams and drawings, storyboards, cast or employee information, scripts in electronic or hard-copy format;

(b) information about costs, profits, markets and sales;

(c) plans for future development and new production concepts; and

(d) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to the Receiving Party by the Disclosing Party, as well as written or verbal instructions or comments.

3. No Obligation of Confidentiality. The obligation of confidentiality shall not apply with respect to any particular portion of information if:

• it is in the public domain at the time of the Disclosing Party’s communication thereof to the Receiving Party; or
• it entered the public domain through no fault of the Receiving Party subsequent to the time of the Disclosing Party’s communication thereof to the Receiving Party; or
• it was in the Receiving Party’s possession, free of any obligation of confidence, at the time of the Disclosing Party’s communication thereof to the Receiving Party; or
• it was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time of the Disclosing Party’s communication thereof to the Receiving Party; or
• such information was developed by employees or agents of the Receiving Party, independently of and without reference to the information and the Receiving Party has evidence of such independent development.

Within ten (10) days following either a request from the Disclosing Party or the completion of business dealings between the parties hereto, the Receiving Party will deliver to the Disclosing Party all tangible copies of the Confidential Information, including but not limited to magnetic or electronic media containing the Confidential Information, note(s) and paper(s) in whatever form containing the Confidential Information or parts thereof, and any copies of the Confidential Information in whatever form. The Disclosing Party, at its sole option, may request in writing that the Receiving Party destroy all copies of the Confidential Information. If the Disclosing Party requests that such Confidential Information be destroyed, the Receiving Party will destroy the Confidential Information and, within ten (10) days of the notice from the Disclosing Party to destroy the Confidential Information, will certify in writing to the Disclosing Party that the Confidential Information has been completely destroyed.

4. Use of Information by Recipient.

The Receiving Party agrees to use the Confidential Information only for the purposes of reading or performing materials or for evaluating the possibility of a future collaboration between the parties and in connection with such future collaboration, if any. The Receiving Party agrees to restrict disclosure of the Confidential Information solely to its employees and agents who have a need to know such Confidential Information and to advise such persons of their obligations of confidentiality and non-disclosure hereunder. Further, the Receiving Party shall not disclose the Confidential Information to third parties, including independent contractors or consultants, without the prior express written consent of the Disclosing Party, and shall advise such third parties of their obligations of confidentiality and non-disclosure hereunder. The Receiving Party agrees to use reasonable means, not less than those used to protect its own proprietary information, to safeguard the Confidential Information.

5. Non-circumvention.

For twelve (12) months after the effective date of this Agreement, the Receiving Party will not make any effort to circumvent the terms of this Agreement in an attempt to gain the benefits or considerations granted to it under the Agreement by taking any actions to indirectly gain the benefits of the Confidential Information, including but not limited to contracting directly with any client of the other party which Disclosing Party has identified as having access to the Confidential Information, or (b) hiring or contracting with any present or future employee or independent contractor of Disclosing Party.

6. Remedies.

The Receiving Party agrees that the unauthorized disclosure or use of Confidential Information will cause irreparable harm and significant injury, which may be difficult to ascertain. The Receiving Party recognizes that its violation of this Agreement could cause the Disclosing Party irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate. Therefore, the Receiving Party agrees that the Disclosing Party shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Disclosing Party deems appropriate. This right shall be in addition to any other remedy available to the Disclosing Party in law or equity.

7. Ownership of the Information.

Each of the parties hereto retains title to its respective Confidential Information and all copies thereof. The Receiving Party hereby acknowledges that the Confidential Information is proprietary to the Disclosing Party. Further, each party represents that it has no agreement with any other party that would preclude its compliance with this Agreement.

8. Survival.
Each party’s duty of confidentiality under this Agreement regarding the
Confidential Information shall survive the termination of this Agreement.

9. General.
This Agreement shall be binding upon and for the benefit of the parties and their respective successors and assigns. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. This Agreement supersedes and replaces any existing agreement entered into by the parties relating generally to the same subject matter, and may be modified only in writing signed by the parties. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and shall be governed by the laws of the State of Delaware without giving effects to the conflicts of law principles hereof.

This Agreement may be executed in separate counterparts, each of which shall be an original, but
all of which taken together shall constitute one and the same instrument.

By entering an email address above, and clicking the "I Agree" button above, the Receiving Party consent to be bound by the terms of this agreement.