1. Series Concept

This Agreement prevents unauthorized disclosure of Confidential Information regarding the film/television concept tentatively entitled "Eternity Management" — concerning door-to-door salespersons selling water and their work-life activities (the "Series Concept"). Receiving Party has solicited the Series Concept with the potential of financial and/or professional exploitation.

2. Confidential Information Defined

"Confidential Information" includes all proprietary information relating to the Series Concept: story boards, synopsis, summary, screenplay, pitch, financial analysis, marketing plans, the Series "bible," the pilot episode and trailer (and any renditions/edits), and any other audio-visual or written material sent to Receiving Party. It also includes third-party confidential information, trade secrets, and any information the Disclosing Party reasonably designates as confidential.

3. Non-Disclosure

Without prior written consent, Receiving Party will not disclose Confidential Information to any third party, will not copy or reproduce it, and will not make any commercial use of it. Access shall be restricted to persons who clearly need it to participate in the analysis and negotiation of a business relationship with Disclosing Party.

4. Return of Series Materials

Upon request, Receiving Party shall within ten (10) days: (i) return all original materials via first class mail to Disclosing Party's principal address (Sunbiz); and (ii) delete all copies, notes, audio-visual content, and other related materials. Materials are not deemed returned/deleted until Receiving Party confirms so in writing.

5. Exclusions

This Agreement does not apply to information that: (i) was already in Receiving Party's possession without a confidentiality obligation; (ii) becomes public knowledge through no fault of Receiving Party; (iii) becomes lawfully available from another source; or (iv) is disclosed with Disclosing Party's prior written approval.

6. Term

This Agreement remains in effect until January 1, 2044, or until: (i) Disclosing Party releases Receiving Party in writing; or (ii) the Confidential Information ceases to be confidential.

7. Warranty

Disclosing Party warrants that the Series Concept is original and that Disclosing Party has the right to make disclosures under this Agreement.

8. No Rights Granted

This Agreement does not grant any right, title, or interest in the Series Concept or Confidential Information to Receiving Party.

9. Relationships

Nothing herein constitutes either party a partner, joint-venturer, agent, or employee of the other.

10. Severability

If any provision is found invalid or unenforceable, the remainder shall be interpreted to best effect the parties' intent.

11. Integration

This Agreement is the complete understanding of the parties and supersedes all prior proposals and understandings. It may not be amended except in writing signed by both parties.

12. Waiver

Failure to exercise any right does not constitute a waiver of prior or subsequent rights.

13. Attorneys' Fees

The prevailing party in any dispute may collect reasonable attorneys' fees and costs from the other party.

14. Governing Law and Venue

This Agreement is governed by the laws of the State of Florida. Any action shall be brought in the Eleventh Judicial Circuit Court in and for Miami-Dade County, Florida.

15. Headings

Headings are for convenience only and do not define or limit the scope of any provision.

16. Successors & Assigns

This Agreement binds each party's heirs, successors, and assigns. Receiving Party may not assign rights or obligations without prior written consent, except to an entity in which Receiving Party owns more than 50% of assets or in a transfer of substantially all assets.