1.    "Confidential Information" as used in this Agreement shall mean any and all technical and non-technical information disclosed by Hitviews.com, LLC  (“Hitviews”) to you and shall include, without limitation: (a) all information set forth on or contained in that portion of the Web site located at http://www.hitviews.com that is only accessible with a user ID and password; (b) trade secrets, customer lists, vendor lists, drawings, works of authorship, inventions, know-how, techniques, processes, design details, specifications, software code, technologies, videos, scripts, story boards demos and product samples; and (c) information regarding the business, economics (i.e., pricing and costs), financial condition, operations business plans of Hitviews, and the existence or the terms of its relationships with employees, talent, actors, directors, customers, vendors and contractors.  Confidential Information may be in any format including print, electronic and/or digital

2.    You agree that you will not make use of, reproduce, disseminate, or in any way disclose to any person, firm or business, any Confidential Information, provided, however, you may disclose Confidential Information to those of your employees, contractors or other agents who need to know such Confidential Information and who have agreed in writing to be bound by terms and conditions of this Agreement.

3.    You hereby acknowledge and agree that the Confidential Information is proprietary to and is of great value to Hitviews.  Further, you agree that you will treat all Confidential Information with the same degree of care as you accords to your own Confidential Information, and you represent that you exercise at least reasonable care to protect your own Confidential Information.

4.    You have no obligation under this Agreement with respect to any portion of the Confidential Information that: (a) was in the public domain at the time it was communicated to you by Hitviews; (b) entered the public domain subsequent to the time it was communicated to you by Hitviews through no fault of yours; (c) was already in your possession, free of any obligation of confidence, at the time it was communicated to you by Hitviews; (d) was rightfully communicated to you by a third party, free of any obligation of confidence, subsequent to the time it was communicated to you by Hitviews; or (e) was developed by your employees or agents independently of and without reference to any information communicated to you by Hitviews.  In addition, you may disclose the Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish your rights or the rights of Hitviews under this Agreement; provided, however, that you will provide Hitviews with prior written notice of any such disclosure, and shall provide reasonable assistance in obtaining a protective order, and then shall only disclose to the extent required by law.

5.    All Confidential Information and materials furnished to you shall remain the property of Hitviews and nothing contained herein shall be construed as granting you any rights or licenses with respect to the Confidential Information disclosed or any intellectual property rights thereto.  You will promptly, at your own expense, return to Hitviews all documents and any tangible material or medium containing or representing such Confidential Information, upon the written request of Hitviews.

6.    You hereby acknowledge and agree that Hitviews is providing you with Confidential Information because you are considering the possibility of entering into a business relationship with Hitviews.  However, nothing herein shall be deemed to obligate Hitviews to enter into a formal business relationship with you or enter into any agreement with you.  Further, you hereby acknowledge and agree that, in the event you and Hitviews fail to enter into an agreement with respect to a business relationship, Hitviews will have no further obligation to you and your only obligations to Hitviews shall be those set forth in this Agreement with respect to the maintenance of the Confidential Information and with respect to returning any and all such Confidential Information to Hitviews as provided in this Agreement.

7.    This Agreement shall govern all communications made by Hitviews to you.  Your obligations under this Agreement shall continue for so long as the information provided to you constitutes Confidential Information.  You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Hitviews.

8.    This Agreement shall be construed in accordance with the laws of the United States and the State of New York applicable to agreements executed and wholly performed therein.  You agree that any dispute arising out of or relating to this Agreement may only be instituted and prosecuted in the courts of competent jurisdiction of the State of New York.  This Agreement represents our entire understanding with respect to the subject matter hereof, and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral.  This Agreement may only be changed by written mutual agreement of our authorized representatives.  If any provision of the Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement and this Agreement shall be construed as if such unenforceable or invalid provision had never been contained herein.

9.    You acknowledge that a violation of this Agreement could cause irreparable harm to Hitviews for which no adequate remedy at law exists and you agree that, in addition to any other remedies available, Hitviews shall be entitled to seek injunctive relief to enforce the terms of this Agreement without any requirement to post bond.  Hitviews shall be entitled to recover all costs and expenses, including reasonable attorneys' fees, incurred as a result of any legal action taken to enforce this Agreement.

10.    All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier service, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon the earlier of actual receipt or one (1) day after deposit with the courier service, five (5) days after deposit in the mail, or receipt by sender of confirmation of electronic transmission.

11.    In consideration of Hitviews providing information to you regarding potential business relationships, you acknowledge and agree that neither you nor your employees, affiliates or assigns, shall impede, obstruct, or circumvent Hitviews in its efforts and activities relating to the development of potential business relationships, or otherwise arrange any agreement, business relationship, meeting, phone call, or other correspondence with any of the talent that Hitviews introduces it to, either directly or indirectly, except as directly through Hitviews, without the prior written approval of Hitviews.