NON-DISCLOSURE AGREEMENT
(Unilateral — Customer-Bound)
This Non-Disclosure Agreement (this "Agreement") is entered into as of the date of Customer's electronic or physical execution below (the "Effective Date"), by and between:
SELLER: McGraw MusicWorks LLC, a Utah limited liability company, by and through its sole member, Ryan D. McGraw (hereinafter "Seller" or "Disclosing Party"); and
CUSTOMER: The individual or entity identified below (hereinafter "Customer" or "Receiving Party").
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RECITALS
WHEREAS, Seller is the sole author and exclusive owner of certain original song lyrics and associated musical compositions and audio recordings (each a "Song" and collectively, the "Songs"), which are displayed and made available for review on the McGraw MusicWorks LLC website and platform (the "Site"); and
WHEREAS, all song lyrics contained on the Site are written and owned exclusively by Ryan D. McGraw, and all music and vocals contained on the Site are owned by Ryan D. McGraw and are created with the assistance of artificial intelligence for illustrative purposes; and
WHEREAS, Customer desires to access Confidential Information (as defined below) for the sole purpose of evaluating and contemplating the potential purchase of the rights to the lyrics and music of one or more Songs listed on the Site (the "Transaction"); and
WHEREAS, Seller is willing to disclose such Confidential Information subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Article 1 — Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by Seller to Customer, whether orally, in writing, electronically, or by any other means, including but not limited to: (a) all song lyrics, musical compositions, audio recordings, and vocal performances; (b) pricing, business terms, and commercial strategies; (c) production methods and creative processes; and (d) any other proprietary information marked or identified as confidential.
Article 2 — Obligations of Customer
Customer shall: (a) maintain the Confidential Information in strict confidence; (b) not disclose any Confidential Information to any third party without the prior written consent of Seller; (c) use the Confidential Information solely for the purpose of evaluating and contemplating the Transaction; (d) not record, reproduce, transcribe, or create any copies of the Confidential Information; and (e) take all reasonable measures to protect the secrecy of the Confidential Information.
Article 3 — Non-Circumvention
Customer expressly agrees that Customer shall not, directly or indirectly, recreate, reproduce, rewrite, re-record, or cause to be recreated any Song — whether in whole or in part, or in substantially similar form — without first purchasing the rights to such Song pursuant to a fully executed Purchase and Sale Agreement with Seller.
Article 4 — Term
This Agreement shall remain in effect for a period of five (5) years from the Effective Date, unless earlier terminated by mutual written agreement of the parties.
Article 5 — Return of Confidential Information
Upon Seller's written request or upon termination of this Agreement, Customer shall promptly return or destroy all Confidential Information and any copies, notes, or extracts thereof.
Article 6 — Remedies
Customer acknowledges that any breach of this Agreement may cause Seller irreparable harm for which monetary damages may be an inadequate remedy. In the event of a breach, Seller shall be entitled to seek injunctive relief in addition to all other remedies available at law or in equity.
Article 7 — No License or Transfer
Nothing in this Agreement grants Customer any rights, license, or interest in the Confidential Information or any intellectual property of Seller. All rights in and to the Songs remain exclusively with Seller until a Purchase and Sale Agreement is executed.
Article 8 — Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Salt Lake City, Salt Lake County, Utah, and Customer hereby consents to the personal jurisdiction of such courts.
Article 9 — Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral.