Non-Disclosure Agreement

THINK LOUD MUSIC, LLC

30 North Queen Street, Suite 300 Lancaster PA 17603
dba/“THINK LOUD with LIVE”
LIVE is a registered Trademark of Action Front Unlimited, Inc. and under exclusive license with Think Loud Music, LLC, Chad Taylor, Chad Gracey and Patrick Dahlheimer collectively known as “LIVE”

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

In connection with a prospective business relationship, Think Loud Music, LLC dba/ “Think Loud With LIVE”, as well as related business entities, owners, employees, and agents (collectively “Disclosing Parties”), have disclosed or may disclose to you and/or your company, confidential business information, technical information and/or ideas, including, but not limited to, Think Loud With LIVE concept of musicians interviewing other musicians backstage for a syndicated weekly radio show, with a potential interest in Think Loud with LIVE (“Proprietary Information”). In consideration of any such disclosures, you and your company agree as follows:
You and your company will forever hold in confidence and not possess, use, or disclose (other than in connection with a current or prospective business relationship with the Disclosing Parties) any Proprietary Information disclosed to you or your company by the Disclosing Parties, except information you can document: (a) is in the public domain through no fault of yours; or (b) was properly known to you or your company, without restriction, prior to disclosure by the Disclosing Parties. The foregoing does not grant you or your company a license in or to any of the Proprietary Information.

In addition to your obligation to hold in confidence and not possess, use, or disclose the Disclosing Parties’ Proprietary Information, and in consideration of said disclosures, you hereby acknowledge and agree that you shall not, directly or indirectly, either individually or as agent, consultant, independent contractor, advisor, employee, partner, officer, director, proprietor, or investor, circumvent the Disclosing Parties by contacting any organization who may be in direct competition with the Disclosing Parties. This obligation shall be enforceable regardless of whether you or your company enter into a formal business relationship with the Disclosing Parties.
If you or your company decide not to proceed with a business relationship with the Disclosing Parties, or if asked by Disclosing Parties, you will promptly return all Proprietary Information and all documents, electronic files, copies, and other objects or items in which the Proprietary Information may be contained or embodied.
You will promptly notify the Disclosing Parties of any unauthorized release of Proprietary Information.

You understand that this Agreement does not obligate the Disclosing Parties to disclose any information or negotiate or enter into any agreement or relationship with you or your company.

You and your company acknowledge and agree that due to the unique nature of the Proprietary Information, any breach of this Agreement would cause irreparable harm to the Disclosing Parties for which damages are not an adequate remedy and that the Disclosing Parties shall therefore be entitled to equitable relief in addition to all other remedies available at law.

This Agreement and the rights of the parties shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania of the United States of America. The parties irrevocably and unconditionally consent to submit to the jurisdiction of the courts of the Commonwealth of Pennsylvania of the United States of America located in Lancaster County, Pennsylvania, or the United States District Court for the Middle District of Pennsylvania, both of which shall have exclusive jurisdiction for any actions, suits or proceedings arising out of or relating to this Agreement and the prospective business relationship contemplated in association with this Agreement. Any service of process, summons, notice of documents shall be effective service of process if sent by a recognized overnight courier, with all delivery charges prepaid.

If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect. The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entitled to recover its attorneys’ fees and costs.

By typing your name in the Electronic Signature box below you are signing and accepting this confidentiality agreement electronically.

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