BlackSheep Productions
Confidentiality and
Non-Disclosure Agreement

This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made between BlackSheep Productions, Inc. (“BlackSheep”) and each vendor (hereinafter “Recipient”) engaged to perform any responsibility for an event. Collectively, Blacksheep and Recipient herein are referred to as the “Parties”.

WHEREAS, BlackSheep is contemplating entering into a contractual relationship with Recipient for purposes of assisting BlackSheep in performing production-related services for one or more clients of BlackSheep (such clients being referred to herein individual as a “Client” and collectively as “Clients”);

WHEREAS, as part of Recipient’s involvement with BlackSheep, Recipient will be exposed to certain proprietary information regarding BlackSheep, including, without limitation, procedures, systems, documents and other processes developed by BlackSheep for planning, coordinating and hosting corporate events (such information being the “BlackSheep Information”);

RECITALS

WHEREAS, as part of Recipent’s involvement with BlackSheep, Recipient will be further exposed to certain proprietary information of Clients (such information being the “Client Information” and collectively with the BlackSheep Information being the “Confidential Information”, as more fully defined below);

WHEREAS, Recipient is willing to receive such Confidential Information solely for the purposes of fulfilling its contractual agreements and obligations with BlackSheep;

NOW, THEREFORE, the Parties do mutually agree that the above recitals are incorporated into and made a part of this Agreement by reference and also agree, intending to be legally bound, as follows:

1. Non Disclosure, Non Circumvention. Recipient will not disclose in any format (including, without limitation, via social media, internet or other electronic means) or circumvent the fact that the Parties have or are considering possible business opportunities and/or certain contractual arrangements, the identity of the Client(s) or any information regarding the Client’s relationship or agreements (or any terms thereof) with BlackSheep, and will show the Confidential Information to only those individuals employed by Recipient for the limited purposes set forth in this Agreement and any outside advisors approved in writing in advance by BlackSheep, subject to all terms and conditions of this Agreement.

2. Confidential Information. For purposes of this Agreement, the term "Confidential Information" means any information disclosed to Recipient, whether orally, in writing, in any form or medium, by or on behalf of BlackSheep or any Clients, including, without limitation, BlackSheep’s actual and proposed transactions (including, without limitation, the dates and locations of any Client events); historical and projected financial information; marketing plans and strategies, budgets; services; products; trade secrets; operations; know how; processes; marketing plans and materials; analyses; strategies; forecasts; research and development; concepts; ideas; names, addresses and any other characteristics, identifying information or aspects of BlackSheep’s existing or potential customers, sources of financing, employees, vendors or suppliers; or any information derived, summarized or extracted from any of the foregoing.

The term Confidential Information shall not apply to any information which (A) is or becomes generally available to Recipient through public record or internet searches; (B) to the public without the fault of the Recipient; (C) agrees was available to the Recipient on a non-confidential basis prior to its disclosure to the Recipient by or on behalf of BlackSheep; (D) becomes lawfully available to the Recipient on a non-confidential basis from a source other than BlackSheep, provided that such source is not bound by a confidentiality agreement concerning the Confidential Information with BlackSheep, (E) is independently acquired or developed by the Recipient without violating any of its obligations under this Agreement, or (F) is required to be disclosed by law. In the event that the Recipient has been requested to disclose Confidential Information by a governmental agency it must notify BlackSheep and give BlackSheep the opportunity to protect such Confidential Information.

3. Non Disclosure of Confidential Information. Recipient hereby agrees to hold in strict confidence and trust all Confidential Information and agrees not to disclose (including, without limitation, via social media, internet or other electronic means) or otherwise provide or transfer, directly or indirectly, any Confidential Information or anything related to the Confidential Information to third parties, including, but not limited to, Recipient's partners, without the prior written consent of BlackSheep. Recipient may disclose Confidential Information only to its directors, managers, employees, and other representatives who are advised of the terms of this Agreement and who need to know such information to enable Recipient to fulfill its contractual obligations to BlackSheep and then only to the extent necessary to carry out the legitimate use of the Confidential Information. Recipient further agrees that it may use the Confidential Information only in connection with fulfilling its contractual obligations to BlackSheep and not for any other purpose or for its own benefit or the benefit of any third party. Recipient agrees to require any of its directors, managers, employees, and other representatives who obtain Confidential Information to comply with this Agreement.

4. Return of Confidential Information. If the Parties discontinue their contractual relationship or if the contractual obligations are completed by Recipient, if so requested by BlackSheep, Recipient agrees to promptly return to BlackSheep all written Confidential Information received by Recipient from or on behalf of BlackSheep, including any and copies or duplicates of such Confidential Information, and all summaries or extracts thereof in any medium prepared by or on behalf of Recipient. Recipient shall supply BlackSheep with a written confirmation of a responsible executive officer of Recipient that it has fulfilled its obligations under this Section 4.

5. Non Disclosure of Business Relationship. In addition to the understandings set forth herein whether with respect to Confidential Information as defined herein, or any information concerning all communications between the two parties, Recipient will keep all information strictly confidential, and not disclose to any third party, without written consent from BlackSheep, the fact of, or any aspect of ongoing negotiations, discussions or business dealings between BlackSheep, any Client and/or Recipient.

6. No Public Disclosure. Recipient shall not make a public announcement in any form of any agreement or any activity agreed or concluded between the Parties (or between the Client and either Party) for any reason without the prior written consent of BlackSheep. Recipient shall not use any images of or content created for events to promote their own organization or capabilities.

7. Irreparable Harm. Recipient understands that in the event it fails to comply with this Agreement, BlackSheep may suffer irreparable harm which may not be adequately compensated by monetary damages alone. Recipient, therefore, agrees that in the event of its breach or threatened breach of this Agreement, BlackSheep will be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available at law.

8. Indemnification. Recipient hereby indemnifies and agrees to defend and hold harmless BlackSheep, his heirs, successors and assigns, from and against any damages, losses, costs and expenses (including, without limitation, attorneys' fees) suffered by any such party, as a result of a breach of this Agreement by Recipient or persons for whom Recipient is responsible, or suffered as a result of the enforcement by BlackSheep of this Agreement.

9. Arbitration. In the event that a dispute arises under this Agreement or a Work Order, Recipient and BlackSheep agree that such dispute shall be resolved in an arbitration conducted in the Atlanta, Georgia, metropolitan area, under the rules then in effect for Commercial Arbitration of the American Arbitration Association, that any such arbitration shall be conducted before a single arbitrator chosen by BlackSheep, and that any such arbitration award shall be binding upon the parties. Recipient and BlackSheep further agree and consent to the jurisdiction and venue of the Superior Court of Fulton County, Georgia, for the purpose of confirming and/or enforcing any such arbitration award.

10. Miscellaneous.

(a) Indulgences, Waivers, Etc. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

(b) Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance, remediation and enforcement (including, without limitation, provisions concerning limitations of actions) shall be governed by and construed in accordance with the domestic laws of the State of Georgia, Fulton County.

(c) Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received only when delivered (personally, by courier service such as Federal Express, or by other messenger) or when deposited in the United States mails, registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

Any party may alter the address to which communications or copies are to be sent by giving notice of such change of address to the other parties in conformity with the provisions of this Section for the giving of notice. Notice by mail shall be by air-mail, courier service guaranteeing delivery within two (2) days of its receipt of a notice if transmitted from outside the continental United States.

(d) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective and assigns, except that Recipient may not assign or transfer its rights or obligations under or interest in this Agreement without the prior written consent of BlackSheep.

(e) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that any other provision may be invalid or unenforceable in whole or in part for any reason.

(f) Entire Agreement. This Agreement contains the entire understanding among the Parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.