This is a NDA for my comic series They Call Him: Marvelous
THEY CALL HIM: MARVELOUS
Non Disclosure Agreement
This agreement is made the 26th day of December by and between:
Receiving Party AND Disclosing Party
Name: Name: Jamaal R. Simpson
Address: Address: 1517 Tunlaw Road
Baltimore, MD 21218
Phone: Phone: 410-227-9005
E-Mail: E-Mail: [email protected]
Collectively referred to as the "Parties".
The Receiving Party understands that the Disclosing Party has disclosed or may disclose information
relating to the project description listed titled and described which to the extent previously, presently, or
subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the
Project: Development, Concept, Promotional, Posters, and Comic Book Elements as well as Marketing
strategies and plans for the graphic novel, print issues and webcomics for THEY CALL HIM: MARVELOUS that are currently
under development and not yet published or made available online.
1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party
hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable
precautions to protect such Proprietary Information (including, without limitation, all precautions the
Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such
Proprietary Information or any information derived there from to any third person, (iii) not to make any use
whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the
Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving
Party shall procure that its employees, agents and subcontractors to whom Proprietary Information is
disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in
content substantially similar to this Agreement
2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with
respect to any information after five years following the disclosure thereof or any information that the
Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving
Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its
possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the
extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party,
or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The
Receiving Party may make disclosures required by law or court order provided the Receiving Party uses
diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.
3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will return
to the Disclosing Party all Proprietary Information and all documents or media containing any such
Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary
Information is a form incapable of return or has been copied or transcribed into another document, it shall be
destroyed or erased, as appropriate.
4. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary
Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.
5. The Receiving Party further acknowledges and agrees that no representation or warranty, express or
implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or
by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the
accuracy of completeness of any Proprietary Information made available to the Receiving Party or its
advisers; it is responsible for making its own evaluation of such Proprietary Information.
6. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be
construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or
unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected.
Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of
the other Party. This Agreement may not be amended for any other reason without the prior written
agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating
to the subject matter hereof unless any representation or warranty made about this Agreement was made
fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior
representations, writings, negotiations or understandings with respect hereto.
7. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located
(or if the Disclosing Party is based in more than one country, the country in which its headquarters are
located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this
Agreement to the non-exclusive of the courts in the Territory.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year written
_________________________ __________ Jamaal R. Simpson 12/26/2016
Receiving Party Signature Date Disclosing Party Date