Agreements / Santa Clarita Playhouse Voice Actor

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AGREEMENT TERMS LAST MODIFIED:
September 15, 2008

Santa Clarita Playhouse
Intellectual Property Terms, Confidentiality and Non-Disclosure Agreement

THIS INTELLECTUAL PROPERTY TERMS, CONFIDENTIALITY, AND NONDISCLOSURE AGREEMENT dated this [DAY OF ELECTRONIC SUBMISSION] day of [MONTH OF ELECTRONIC SUBMISSION], [YEAR OF ELECTRONIC SUBMISSION]

BETWEEN:
Santa Clarita Playhouse (the 'Employer')

OF THE FIRST PART

- AND -

Name: [FILL IN AT FORM BELOW] (the 'Contractor') of
Address: [FILL IN AT FORM BELOW]

OF THE SECOND PART

WHEREAS:

A. The Contractor is currently or may be retained as an independent contractor with the Employer. The contractor is responsible for creating and providing voice acting recordings towards a collective project at the direction of Jason L. Johnson. In addition to this responsibility or position (the 'Retainer'), this Agreement also covers any position or responsibility now or later held with the Employer.

B. The Contractor will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Retainer (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Employer retaining the Contractor and the Employer providing the Confidential Information to the Contractor in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidential Information

1. The Contractor acknowledges in any position the Contractor may hold, in and as a result of the Contractor's retainer by the Employer, the Contractor will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer, including, without limitation:

a. 'Confidential Information' means all data and information relating to the business and management of the Employer, including proprietary and trade secret technology and accounting records to which access is obtained by the Contractor, including Work Product, Production Processes, Other Proprietary Data, Business Operations, Computer Software, Computer Technology, Marketing and Development Operations, and Customers. Confidential Information will also include any information which has been disclosed by a third party to the Employer and governed by a nondisclosure agreement entered into between the third party and the Employer. Confidential Information will not include information that:
- i. is generally known in the industry of the Employer;
- ii. is now or subsequently becomes generally available to the public through no wrongful act of the Contractor;
- iii. the Contractor rightfully had in its possession prior to the disclosure to the Contractor by the Employer;
- iv. is independently created by the Contractor without direct or indirect use of the Confidential Information; or
- v. the Contractor rightfully obtains from a third party who has the right to transfer or disclose it.
b. 'Work Product' means work product resulting from or related to work or projects performed or to be performed for the Employer or for clients of the Employer, of any type or form in any stage of actual or anticipated research and development;
c. 'Production Processes' means processes used in the creation, production and manufacturing of the Work Product, including but not limited to formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
d. 'Other Proprietary Data' means information relating to the Employer's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
e. 'Business Operations' means internal personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Employer's business;
f. 'Computer Software' means all sets of statements, instructions or programs, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
g. 'Computer Technology' means all scientific and technical information or material pertaining to any machine, appliance or process, including specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
h. 'Marketing and Development Operations' means marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Employer which have been or are being discussed; and
- i. 'Customers' means names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of the Employer.

Confidential Obligations

2. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Employer; and will only be used by the Contractor for the Permitted Purpose. The Contractor will not use the Confidential Information for any purpose which might be directly or indirectly detrimental to the Employer or any of its affiliates or subsidiaries.

3. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Contractor in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement.

4. The Contractor may disclose any of the Confidential Information:

a. to such of its employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:
- i. the Contractor has informed such personnel of the confidential nature of the Confidential Information;
- ii. such personnel agree to be legally bound to the same burdens of confidentiality, non-use and non-disclosure as the Contractor;
- iii. the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
- iv. the Contractor agrees to be responsible for and indemnify the Employer for any breach of this Agreement by its personnel.

b. to a third party where the Employer has consented in writing to such disclosure; and

c. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body. Work Product Intellectual Property Terms and Policy

5. The Contractor and the Employer hereby confirm and agree that the Work Product prepared or to be prepared by the Contractor and submitted to the Employer has been ordered by the Employer. While no monetary compensation whatsoever will be made for the Work Product, the Contractor shall receive credit, as whenever deemed appropriate by the Employer.

6. The Employer shall be deemed the "author" of the Work Product submitted for the purposes of the Copyright Act and shall forever be the exclusive owner throughout the world of all rights, title and interest in the Work Product and all copyrights and other proprietary rights existing therein, whether now or hereafter in force and effect (included, without limitation, all United States copyrights, all foreign copyrights, all copyrights under any treaties, conventions, proclamations or the like, and all renewals, extensions, continuation and reversions of any of the foregoing copyrights; all common law and state law rights; all artistic and literary property rights; all moral rights; all rights to apply for or obtain any registration certificates therefore in the name of the Employer; and all claims causes of action appurtenant to any of the foregoing). The Work Product, as used herein, shall include all existing and future revisions, versions, and editions thereof in all languages, forms, and media now known or hereafter known or developed, including all derivative works, as well as all sketches, illustrations, drawings, 3D models, images, drafts, outlines, notes, memoranda, and other writings of any kind relating to the Work. The Employer shall have the unrestricted and exclusive rights to make any such revisions and changes. The Contractor agrees to assign and transfer exclusively and irrevocably to the Employer outright and forever all rights of every kind and nature in the Work Product.

Non-Solicitation

7. Any attempt on the part of the Contractor to induce others to leave the Employer's employ, or any effort by the Contractor to interfere with the Employer's relationship with its other employees and contractors would be harmful and damaging to the Employer. The Contractor agrees that during the term of the Retainer and for a period of five (5) years after the end of term of the Retainer, the Contractor will not in any way, directly or indirectly:

a. induce or attempt to induce any employee or contractor of the Employer to quit employment or retainer with the Employer;
b. otherwise interfere with or disrupt the Employer's relationship with its employees and contractors;
c. discuss employment opportunities or provide information about competitive employment to any of the Employer's employees or contractors; or

Ownership and Title

8. The Contractor acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Contractor specifically agrees and acknowledges that the Contractor will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Contractor may have created or contributed to the creation of the same.

9. The Contractor does hereby waive any moral rights that the Contractor may have with respect to the Confidential Information.

10. This Agreement will not apply in respect of any intellectual property, process, design, development, creation, research, invention, know-how, trade names, trade-marks or copyrights for which:

a. no equipment, supplies, facility or Confidential Information of the Employer was used,
b. was developed entirely on the Contractor's own time, and
c. does not:
- i. relate to the business of the Employer,
- ii. relate to the Contractor's actual or demonstrably anticipated processes, research or development or
- iii. result from any work performed by the Contractor for the Employer.

11. The Contractor agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Contractor during the term of the Contractor's retainer with the Employer and to assign to the Employer any right, title or interest the Contractor may have in the Confidential Information. The Contractor agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the Contractor's retainer with the Employer) in order to vest more fully in the Employer all ownership rights in those items transferred by the Contractor to the Employer.

Remedies

12. The Contractor agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Contractor agrees that the Employer is entitled to, in addition to all other rights and remedies available to it at law or in equity, to an injunction restraining the Contractor and any agents of the Contractor, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

13. The Contractor agrees that, upon request of the Employer, or in the event that the Contractor ceases to require use of the Confidential Information, or upon expiration or termination of This Agreement, as the case may be, the Retainer, the Contractor will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Contractor that:

a. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or

b. connected with or derived from the Contractor's services to the Employer.

Notices

14. In the event that the Contractor is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Contractor will give to the Employer prompt written notice of such request so the Employer may seek an appropriate remedy or alternatively to waive the Contractor's compliance with the provisions of this Agreement in regards to the request.

15. If the Contractor loses or makes unauthorized disclosure of any of the Confidential Information, the Contractor will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed

Confidential Information.

16. Any notices or delivery required herein will be deemed completed when handdelivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

17. The address for any notice to be delivered to any of the parties to this Agreement is as follows:

a. Santa Clarita Playhouse: 25783 Player Dr. Santa Clarita, CA 91355; and
b. Contractor: [DEFINE BELOW ELECTRONICALLY]

18. In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly, as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.

Termination

19. This Agreement will automatically terminate on the date that the Contractor's Retainer with the Employer terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.

Assignment

20. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

Amendments

21. This Agreement may only be amended or modified by a written instrument executed by both the Employer and the Contractor.

Governing Law

22. This Agreement will be construed in accordance with and governed by the laws of the State of Indiana.

General Provisions

23. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

24. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

25. The Contractor is liable for all cost, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the Contractor.

26. The Employer and the Contractor acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the Contractor's intention to give the Employer the broadest possible protection against disclosure of the Confidential Information.

27. No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

28. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Contractor.

29. This Agreement may be executed in counterparts.

30. Time is of the essence in this Agreement.

31. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.