CONFIDENTIAL DISCLOSURE AGREEMENT - MediaShout

CONFIDENTIAL DISCLOSURE AGREEMENT
WHEREAS, MediaComplete has developed computer software and systems for creating,
formatting, programming, and displaying computer-based audio and video presentations
for use in church services, ministry events, and secular group events (the “Software”);
WHEREAS, MediaComplete wishes to disclose concepts, specifications, and/or source
code for the Software for purposes of further developing or enhancing the Software; and
WHEREAS, _____________________________________________
(hereinafter "Recipient") desires to learn more about the Software in order to discuss a
possible future business relationship with MediaComplete;
IT IS, THEREFORE, AGREED between MediaComplete and Recipient as follows:
1. The relationship between MediaComplete and Recipient for purposes of discussing the
Software and related matters is a confidential one, requiring the exercise of caution,
discretion, and good faith in the use and dissemination of information, as described below,
concerning the Software.
2. Recipient will not disclose to any other person or entity (including consultants), without
the express written permission of MediaComplete, any idea, concept, data, document,
sample, model, prototype, drawing, schematic, algorithm, computer code, or other
information in any form whatsoever about, concerning, or related to the Software or its
uses (hereinafter collectively referred to as "Information").
3. Recipient will not, either directly or indirectly, sell, license, use, in its own business or in
that of any parent, affiliate, or subsidiary company or organization, any Information without
the express written consent of MediaComplete.
please fax this signed agreement to 615.754.0753
or email to beta@mediashout.com

4. Recipient will not disclose any Information to any employee unless reasonably
necessary to allow Recipient to negotiate a possible business agreement between
Recipient and MediaComplete. Recipient will take all steps reasonably necessary to
inform its employees of the terms and effect of this agreement and to protect against
wrongful disclosure of Information by its employees.
5. No Information may be written, copied, duplicated, recorded, summarized, or
reproduced in any form without the express written consent of MediaComplete, and
Recipient will take all steps reasonably necessary to protect against unauthorized
reproduction.
6. All Information embodied or contained in written, recorded, or other permanent or semipermanent
form, including all authorized reproductions, will belong to MediaComplete and
will be returned to MediaComplete immediately upon demand.
7. The non-use and non-disclosure provisions of this agreement shall not apply to any
portion of the Information which has or does become public knowledge by means other
than an act or omission of Recipient or any of its employees.
8. The Recipient agrees that any information disclosed under the terms of this agreement
is of a sensitive nature, that the unauthorized disclosure of Information in any fashion is
likely to cause irreparable harm to the MediaComplete, and that the damages resulting
from such an unauthorized disclosure would be difficult, if not impossible, to calculate.
Therefore, Recipient agrees that preliminary and permanent injunctive relief would be the
appropriate remedy in the event of Recipient's breach of the confidential relationship
created herein.
9. In the event that one or more provisions of this agreement are determined by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions
shall remain in force whenever possible.
please fax this signed agreement to 615.754.0753
or email to beta@mediashout.com

10.This agreement and its terms shall be construed in accordance with the laws of the
State of Tennessee, excluding its conflicts of law rules. Recipient acknowledges and
agrees that the state and federal courts of Nashville, Davidson County, Tennessee shall be
a proper and the exclusive jurisdiction and venue for any disputes arising out of the
performance or breach of this agreement.
MediaComplete
Recipient
_____________________________
Name
_____________________________
Signature
_____________________________
Title
______________________________
Date
________________________________
Name
________________________________
Signature
________________________________
Title
________________________________
Date
please fax this signed agreement to 615.754.0753
or email to beta@mediashout.com