Mutual Non-Disclosure Agreement

Aurelius Publishing House

53 Lexington Avenue, 4th Floor, PMB249 | New York, NY 10016
[email protected] | 646-354-4506

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of _________________ (the “Effective Date”) by and between:

AURELIUS PUBLISHING HOUSE
53 Lexington Avenue, 4th Floor, PMB249
New York, NY 10016
(“Publisher”)

AND

_________________________________
_________________________________
_________________________________
(“Author”)

Publisher and Author are each referred to individually as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, the Parties wish to explore a potential business relationship regarding the evaluation and possible publication of certain literary work(s);

WHEREAS, in connection with such discussions, each Party may disclose to the other certain confidential and proprietary information;

WHEREAS, each Party wishes to protect its confidential information from unauthorized use and disclosure;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information

1.1 “Confidential Information” means any and all information, whether written, oral, electronic, visual, or in any other form, disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), including but not limited to:

(a) For Author: All manuscripts, outlines, book proposals, plot summaries, character descriptions, research materials, unpublished works, creative concepts, and any other literary materials or ideas related to the Author’s work (collectively, “Manuscript Materials”);

(b) For Publisher: Business strategies, marketing plans, financial information, distribution channels, sales data, internal processes, contractual terms, editorial evaluations, market analysis, competitive intelligence, and any other proprietary business information;

(d) Any information that would reasonably be considered confidential given the nature of the information and the circumstances of disclosure.

1.2 Confidential Information may be disclosed in written, oral, electronic, visual, or any other form.

2. Exclusions from Confidential Information

Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party;

(b) Was rightfully in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by written records;

(d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by written records;

(e) Is required to be disclosed by law, regulation, court order, or other legal process, provided that the Receiving Party provides prompt notice to the Disclosing Party and cooperates in any effort to seek a protective order.

3. Obligations of Receiving Party

3.1 The Receiving Party agrees to:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;

(c) Use the Confidential Information solely for the purpose of evaluating and discussing the potential business relationship between the Parties;

(d) Protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

(e) Limit access to Confidential Information to its employees, agents, advisors, or representatives who have a legitimate need to know and who have been informed of the confidential nature of such information.

3.2 The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, advisors, or representatives.

4. Special Provisions Regarding Manuscript Materials

4.1 Copyright Ownership: Author retains all copyright and intellectual property rights in and to all Manuscript Materials disclosed under this Agreement. Nothing in this Agreement shall be construed as granting Publisher any ownership rights, license, or interest in Author’s Manuscript Materials, except as may be separately agreed in writing.

4.2 No Obligation to Publish: This Agreement does not create any obligation for Publisher to publish, represent, or enter into any further agreement with Author regarding the Manuscript Materials.

4.3 Use Restrictions: Publisher agrees not to use Author’s Manuscript Materials for any purpose other than evaluation for potential publication. Publisher shall not copy, reproduce, or create derivative works from Manuscript Materials without Author’s express written consent.

4.4 Review Personnel: Publisher may share Manuscript Materials with its editors, reviewers, and other personnel involved in the evaluation process, provided such individuals are bound by confidentiality obligations consistent with this Agreement.

5. Term and Termination

5.1 Term: This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years, unless earlier terminated by either Party upon thirty (30) days written notice to the other Party.

5.2 Survival: The obligations of confidentiality set forth in this Agreement shall survive termination for a period of five (5) years from the date of disclosure of the Confidential Information, except that:

(a) Obligations regarding Manuscript Materials shall survive indefinitely or until such materials are publicly published by Author;

(b) Obligations regarding trade secrets shall survive for as long as such information remains a trade secret under applicable law.

6. Return or Destruction of Materials

6.1 Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall promptly:

(a) Return all tangible materials containing Confidential Information, including all copies;

(b) Destroy or permanently delete all electronic copies of Confidential Information;

6.2 Notwithstanding the above, the Receiving Party may retain one copy of Confidential Information in its legal files solely for the purpose of determining its obligations under this Agreement, provided such retained copy remains subject to the confidentiality obligations herein.

7. No License or Rights Granted

7.1 No License: Nothing in this Agreement grants any license, right, title, or interest in any intellectual property, patent, copyright, trademark, trade secret, or other proprietary right of either Party.

7.2 No Partnership: This Agreement does not create any partnership, joint venture, agency, or employment relationship between the Parties.

7.3 No Obligation to Disclose: Neither Party is obligated to disclose any Confidential Information to the other Party. All disclosures are voluntary.

8. Remedies

8.1 Equitable Relief: Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief and specific performance without the necessity of proving actual damages.

8.2 Other Remedies: The right to seek equitable relief shall not limit the non-breaching Party’s right to pursue any other available remedies, including monetary damages.

8.3 Attorney’s Fees: In the event of any litigation arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs.

9. General Provisions

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

9.2 Jurisdiction: Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in New York County, New York, and the Parties hereby consent to the personal jurisdiction and venue of such courts.

9.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether written or oral.

9.4 Amendments: This Agreement may be amended or modified only by a written instrument signed by both Parties.

9.5 Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver shall be deemed a continuing waiver or waiver of any other provision.

9.6 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

9.7 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

9.8 Assignment: Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Publisher may assign this Agreement to any successor or affiliate in connection with a merger, acquisition, or sale of substantially all of its assets.

9.9 Notices: All notices required or permitted under this Agreement shall be in writing and delivered by: (a) Personal delivery; (b) Certified or registered mail, return receipt requested; (c) Nationally recognized overnight courier service; or (d) Email with confirmation of receipt.

Notices to Publisher shall be sent to:
Aurelius Publishing House
53 Lexington Avenue, 4th Floor, PMB249
New York, NY 10016
Email: [email protected]

Notices to Author shall be sent to the address provided in the signature block below.

10. Acknowledgment

Each Party acknowledges that:

(a) It has read and understood this Agreement;

(b) It has had the opportunity to seek independent legal advice;

(d) The restrictions contained herein are reasonable and necessary to protect legitimate business interests.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

AURELIUS PUBLISHING HOUSE

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