NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) governs the disclosure of information by and between Mike Hope (“Discloser”) and the other party named below (“Recipient”), and is effective as of the earliest signature date below (the “Effective Date”).

In connection with Discloser sharing information related to Discloser’s series currently entitled “The Prego Game Show” (“Series”) so that the parties hereto potentially enter into a prospective business transaction, relationship or agreement (the “Engagement”), certain oral and written information regarding the parties hereto and the Engagement, which is non-public, confidential or proprietary in nature shall be exchanged.  In consideration of furnishing each other with such materials, the parties agree to the following:

1. Confidential Information.  As used herein, “Confidential Information” shall mean any and all information, whether tangible or intangible, provided by Discloser relating to and/or in connection with the Series prior to or following the date hereof, relating to or concerning: (i) the financial, business, legal, personal and contractual matters of or pertaining to Discloser’s business, or any of its parent entities, subsidiaries, affiliates, and the respective officers, directors, employees, shareholders, members, representatives, successors or assigns, or any other entity within Discloser's direct or indirect control (collectively, together with Discloser, the “Discloser Parties”); (ii) any document, photograph, film, file, recording, code, or other writing pertaining in any way to any creative material developed by or provided to the Discloser Parties; and (iii) any other information which may have commercial or other value or other utility to Discloser, such that unauthorized disclosure of such information may be detrimental to the business interests of Discloser, whether or not such information is designated as Confidential Information by Discloser. Recipient acknowledges and agrees that Discloser derives independent economic value by protecting the Confidential Information from becoming generally known to the public, and that Discloser has expended and continues to expend substantial efforts and expense to maintain the confidentiality of the Confidential Information.  Notwithstanding the foregoing, Confidential Information is exclusive of information or data that Recipient can prove by credible evidence: (i) was in the public domain at the time it was communicated to Recipient; (ii) entered the public domain subsequent to the time it was communicated to Recipient through no fault of Recipient; (iii) was in Recipient’s possession not in violation of any obligation of confidentiality at the time it was communicated to Recipient; (iv) was disclosed to Recipient not in any violation of any obligation of confidentiality; or (v) was developed independently by employees or agents of Recipient without use of or reference to any of the Confidential Information of Discloser.

   
   

2. Limitations on Use and Disclosure.  Recipient understands and agrees that it may use the Confidential Information for no purpose other than evaluating or pursuing the Engagement with Discloser and to perform the services under the Engagement (the “Permitted Use”) if applicable.  Recipient shall only permit access to Confidential Information to those of its employees, consultants, independent contractors, and/ or authorized representatives (“Recipient Parties”) having a need to know such information in connection with the Permitted Use and who have signed confidentiality agreements or are otherwise legally bound by confidentiality obligations consistent with, and no less restrictive than, the terms of this Agreement.  Recipient agrees to use Recipient’s reasonable good faith efforts to cause the Recipient Parties to comply fully with the provisions of this Agreement.

3. Disclosure Required by Law.  Notwithstanding anything contained herein to the contrary, Recipient may disclose Confidential Information pursuant to an order of a court of competent jurisdiction or as otherwise required by law.  Under such circumstances Recipient will, if reasonably possible under the circumstance of such disclosure, provide Discloser with advance written notice of such disclosure in order to afford Discloser an opportunity to take legal action to prevent or limit the scope of such disclosure, and will reasonably cooperate with Discloser in connection therewith.

   
   

4. Standard of Care.  Recipient shall use at least the same degree (but no less than a reasonable degree) of care and protection to prevent the unauthorized use, dissemination or copying of any Confidential Information of Discloser as Recipient uses to protect its own confidential information.  Recipient shall immediately notify Discloser in the event of any known or suspected loss or unauthorized disclosure or use of any Confidential Information.

   
   

5. Return of Confidential Information.  Upon termination or expiration of this Agreement, or upon written request of Discloser, Recipient shall promptly return to Discloser all documents, writings, notes, and other tangible materials representing the Confidential Information, and all copies thereof.

6. No Property Rights.  Recipient agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license (except for the Permitted Use described in Paragraph 2) or otherwise, to the Series and/or any Confidential Information of Discloser disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right of Discloser embodied by such Confidential Information.  Recipient shall not make, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information.

7. Reproduction of Confidential Information.  Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement.  Any reproduction of any Confidential Information shall remain the property of Discloser and shall contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Discloser.

   
   

8. Term and Termination.  The term of this Agreement shall be effective from and after the Effective Date and shall expire twelve (12) months after the Effective Date, or may be terminated by either party at any time upon thirty (30) days written notice to the other party.  Notwithstanding the foregoing sentence, Recipient’s obligations under this Agreement shall survive expiration or termination of the Term of the Agreement for any reason, shall be binding upon Recipient’s heirs, successors, and assigns and the Recipient Parties, and shall continue in full force and effect with respect to all Confidential Information for twenty five (25) years after the expiration of the Term unless and until such information becomes subject to one of the exceptions set forth in Paragraph 1.

9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of New York as such laws apply to agreements made, entered into and performed entirely in New York solely between New York residents, notwithstanding the actual residence of the parties.  Any disputes under this Agreement shall be brought exclusively in the state or Federal courts, as appropriate, located in New York County, New York, and the parties hereby irrevocably consent to the personal jurisdiction and venue of these courts.  If any litigation, proceeding or arbitration is commenced to enforce any provision of this Agreement or to seek a declaration of the rights of the parties hereunder or as a result of any breach or threatened breach of any provision of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all of its actual and verifiable out-of-pocket reasonable costs and expenses incurred in connection with such litigation, proceedings or arbitration, including without limitation reasonable outside attorneys' fees.

10. Remedies.  Recipient hereby agrees that breach of this Agreement will cause Discloser irreparable damage for which recovery of damages would be inadequate recompense, and that, in the event of any actual, likely, or threatened breach of this Agreement, Discloser shall be entitled to obtain timely injunctive relief, as well as such relief as may be available at law or in equity.

11. Assignment.  Except to its successor in the event of a merger or sale of all or substantially all of a party’s assets or a change in control effected by a sale of a party’s voting securities, a party may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed). 

12. Notices.  All notices permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, or by certified U.S. mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the U.S. mail, or upon acknowledgement of receipt of electronic transmission.  Notices shall be sent to the addresses set forth at the beginning of this Agreement or such other address as either party may specify in writing using the notice procedures set forth herein.

13. General.  This Agreement may not be amended except by a writing signed by both parties hereto.  If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.  This Agreement sets forth the complete and exclusive statement of agreement between the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, and agreements, oral or written, with regard to such subject matter.  This Agreement may be executed by hand or electronically through Docusign in one or more counterparts, or sent by email in a digital PDF copy, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument.

In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the Effective Date.

DISCLOSER:

Mike Hope

Mailing Address: c/o Boyarski Fritz LLP

16 East 34^th Street, 19^th Floor         

New York, NY 10016  

Attention: Lauren Menkes, Esq. for Mike Hope

Email Address: mike@gameshowtogo.com

lmenkes@boyarskifritz.com

RECIPIENT: