Confidant and Proprietor acknowledge and agree that both parties have discussed several employment opportunities (“Opportunities”) presented by Proprietor in connection with Proprietor's principle, whose professional monikers are KIDDING WITH KIDS MANAGEMENT LLC D/B/A NUNU PLAYHOUSE (concerning certain professional and employment endeavors in connection with KIDDING WITH KIDS MANAGEMENT LLC D/B/A NUNU PLAYHOUSE.
1. Non-Disclosure and Limited Use. Confidant shall hold all personal or professional information (Confidential Information) received from Proprietor KIDDING WITH KIDS MANAGEMENT LLC D/B/A NUNU PLAYHOUSE in strict confidence and shall not disclose any such Confidential information to any third party whatsoever. Where Confidant is an individual, Confidant shall not disclose any Confidential Information received from Proprietor to any other party (including other colleagues, associates or clients of Confidant) without the prior written consent of Proprietor. Where Confidant is a company or other type of organization, Confidant shall disclose Confidential Information received from Proprietor only to specific individuals specified by Proprietor in writing who (i) need to know such Confidential Information to evaluate the opportunity and (ii)have agreed in writing to be bound by this Agreement and not to disclose such Confidential Information to any other party whatsoever without Proprietor's express written consent. Confidant shall not use any Confidential Information provided by Proprietor for its own or any other person's benefit or for any other purpose except to evaluate the Opportunity and/or for the purpose of providing professional advice and consultation to Proprietor.
2. Description of Confidential Information.“ Confidential Information” means all information disclosed by Proprietor to Confidant or received by Confidant as a result of being in the proximity, professional or personal space of Proprietor (in writing, orally or in any other form ), including knowledge obtained, including but not limited to, ideas, concepts, trade secrets, speaking engagements, advertisement agreements/ campaigns, online content, App Development, and the inner workings of the Proprietor's company, including but not limited to business plans, product ideas, marketing concepts, financial information and projection, whether or not having protection under laws and however furnished or received, and whether or not marked or identified as confidential or proprietary information.
3. Remedies. Confidant further agrees the unauthorized disclosure or use by it of Confidential Information received from Proprietor will cause irreparable harm and significant injury to the other that may be difficult to ascertain.
4. Return of Materials. Upon conclusion or termination of discussions between the parties, or at any time at the request of Proprietor, all materials containing or reflecting any Confidential Information, including any notes, extracts, memorandums, articles, emails, phone numbers, client lists, analyses or reproductions, in a whole or in part, and in any form whatsoever (including any such information retained on any form of computer media) shall be returned immediately to the Proprietor.
5. Choice of Law. This Non-Disclosure Agreement and any disputes arising from this Agreement shall be governed by the laws of the State of New York. Any disputes arising from this Agreement shall be adjudicated in the State of New York, County of Kings.