Parties means: 

• YOU; and 

• Flying Bark Productions Pty Ltd, Flying Bark Services Pty Ltd, Studio 100 USA LLC, Studio 100 Productions USA, Flying Bark Espana S.L. and all related body corporates and affiliates, as applicable (Flying Bark). 

In connection with a contemplated commercial relationship between theParties (Purpose), each party may disclose or has disclosed to the other party certain Confidential Information as defined below. A party disclosing Confidential Information is referred to in this Deed as a “Disclosing Party”, and a party in receipt of Confidential Information is referred to as a “Receiving Party”. Reference to a Party shall include, as applicable, its officers, directors, employees, agents or representatives.

The Parties agree that:

1. Confidential Information means all inventions, proposals, ideas, secrets, processes, techniques, software, products or intellectual property, work, know-how or knowledge and information the Disclosing Party considers commercially or legally valuable or confidential, and all related documents, plans or images, and all records or materials generated by the Receiving Party based on or arising out of any of the foregoing, whether oral, written or pictorial, of, about or relating to the Purpose, but not information:

   (a) lawfully coming into the public domain after the date of this Deed;

   (b) lawfully in the possession of the Receiving Party other than from the Disclosing Party; or

   (c) strictly required to be disclosed by law,

   and includes information the Receiving Party becomes aware of by observation, demonstration, description, deduction, reasoning, inspection or overhearing, before the date of this Deed or otherwise, and the burden of showing information is not subject hereto is on the Receiving Party, and the confidential nature of it can subsist for an indefinite period of time and elapsing of a predetermined period does not alone cause it to cease having any confidential character.

2. The Receiving Party will:

   a. keep the Confidential Information in the strictest confidence for the sole and exclusive benefit of the Disclosing Party;

   b. not use the Confidential Information except solely for the Purpose, not use it for its own or others’ benefit except as is strictly required for the Purpose and not use it to the Disclosing Party’s detriment in any case;

   c. not publish, reproduce or copy any of the Confidential Information (or allow it to be) without the Disclosing Party’s prior written consent except as is strictly required for the Purpose and will maintain effective security measures to protect it from any unauthorised access, use or disclosure, and require, if applicable, its officers, employees, agents or representatives to sign confidentiality obligations to the same extent as this Deed Poll and provide the Disclosing Party with any copies thereof;

   d. immediately notify the Disclosing Party of any use or disclosure contrary to this Deed.

3. The Receiving Party will not interpret anything in this Deed as granting or conferring any right by licence or otherwise, expressly or impliedly, for any commercial plans, marketing strategies, invention, discovery, protocol, design, development or improvement on any of the above, embodied in the Confidential Information disclosed hereunder.

4. If the Receiving Party decides not to proceed with the contemplated Purpose with the Disclosing Party, or if requested by the Disclosing Party, the Receiving Party will promptly return or destroy all Confidential Information and all copies, notes, records, summary or extracts in any form.

5. The Receiving Party will promptly notify the Disclosing Party of any unauthorised release of Confidential Information.

6. The parties understand that this Deed does not obligate them to disclose any information or negotiate or enter into any further Deed or commercial relationship.

7. The Receiving Party acknowledges that unauthorised disclosure or use of Confidential Information could cause irreparable harm and significant injury to the Disclosing Party that may be difficult to ascertain. Accordingly, the Receiving Party agrees that the Disclosing Party will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Deed in addition to any other rights and remedies it may have.

8. Without prejudice to the other provisions in this Deed, each Receiving Party hereby indemnifies the Disclosing Party against and holds the Disclosing Party harmless from any loss, damage cost or expenses (including legal fees) suffered or incurred by the Disclosing Party as a result of any breach by the Receiving Party of its Deeds, representations, warranties and undertakings as set out in this Dee.

9. The terms of this Deed is 5 years from the date of disclosure or the date of this Deed, whichever is earlier.

10. This Deed is governed by the laws of New South Wales, Australia, and may be modified or waived only in writing. If any provision is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so the remaining terms remain in full force and effect.

11. This Deed may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which, taken together, constitute one and the same document.