Certainly. Below is a **Confidentiality Agreement** tailored for an entertainment client. This agreement ensures that the confidential information shared in relation to the entertainment project remains protected.

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### **CONFIDENTIALITY AGREEMENT**

This Confidentiality Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

**Disclosing Party**: [Full Name/Company Name], a [Company Jurisdiction] [type of entity, e.g., corporation, LLC], with its principal office at [Address] (“Disclosing Party”),

and

**Receiving Party**: [Full Name/Company Name], a [Company Jurisdiction] [type of entity, e.g., corporation, LLC], with its principal office at [Address] (“Receiving Party”).

**RECITALS**

WHEREAS, the Disclosing Party intends to disclose certain confidential, proprietary, or otherwise sensitive information (“Confidential Information”) to the Receiving Party in connection with [the specific entertainment project or context, e.g., film production, music collaboration, business negotiations, etc.];

WHEREAS, the Receiving Party acknowledges the confidential nature of such information and agrees to maintain its confidentiality in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties agree as follows:

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### 1. **Definition of Confidential Information**

1.1 **Confidential Information**: For purposes of this Agreement, “Confidential Information” shall include, but is not limited to, any and all information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, or electronic form, relating to [describe the specific entertainment project or subject matter, e.g., scripts, creative concepts, business strategies, financial information, marketing plans, intellectual property, talent agreements, production details, etc.], including any information related to the development, production, marketing, or exploitation of such project.

1.2 **Exclusions from Confidential Information**: The term “Confidential Information” shall not include information that:
a) Was in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the Receiving Party.
b) Was lawfully in the possession of the Receiving Party before the disclosure by the Disclosing Party.
c) Is disclosed to the Receiving Party by a third party without breach of any confidentiality obligation.
d) Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information.

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### 2. **Obligations of the Receiving Party**

2.1 **Confidentiality Obligations**: The Receiving Party agrees to:
a) Maintain the Confidential Information in strict confidence and take all reasonable precautions to protect it from unauthorized disclosure.
b) Use the Confidential Information solely for the purpose of [specific purpose, e.g., evaluating the potential for collaboration, assessing a business opportunity, providing services related to the project].
c) Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to the extent that such disclosure is necessary to the Receiving Party’s employees, contractors, or agents who are bound by confidentiality obligations no less stringent than those contained herein.

2.2 **Return or Destruction of Confidential Information**: Upon the termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall immediately return or destroy all Confidential Information, including any copies thereof, and certify such return or destruction in writing.

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### 3. **Duration of Confidentiality Obligations**

3.1 The obligations of confidentiality under this Agreement shall remain in effect for a period of [specify duration, e.g., two (2) years] from the date of disclosure of the Confidential Information or until such Confidential Information no longer qualifies as confidential under applicable law, whichever occurs first.

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### 4. **No License**

4.1 Nothing in this Agreement shall be construed as granting any rights, license, or ownership interest in the Confidential Information, nor shall it create any obligation to enter into a further agreement or business relationship between the parties.

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### 5. **Legal Compliance and Disclosure**

5.1 **Compelled Disclosure**: In the event that the Receiving Party is required by law, regulation, or court order to disclose any of the Confidential Information, the Receiving Party shall promptly notify the Disclosing Party of such requirement so that the Disclosing Party may seek a protective order or take other legal action to protect the Confidential Information. The Receiving Party shall cooperate fully with the Disclosing Party in any efforts to obtain such protective order.

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### 6. **Indemnification**

6.1 The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from and against any claims, damages, losses, or expenses arising out of the Receiving Party’s breach of this Agreement, including any unauthorized use or disclosure of the Confidential Information.

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### 7. **Miscellaneous**

7.1 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether oral or written, relating to the Confidential Information.

7.2 **Amendment**: This Agreement may only be amended or modified by a written document executed by both parties.

7.3 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of [State or Country], without regard to its conflict of law principles.

7.4 **Severability**: If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

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**IN WITNESS WHEREOF**, the parties hereto have executed this Confidentiality Agreement as of the Effective Date.

**Disclosing Party**:
[Disclosing Party Name]
[Authorized Signature]
[Title]
[Date]

**Receiving Party**:
[Receiving Party Name]
[Authorized Signature]
[Title]
[Date]

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### **Explanation of Key Elements:**

1. **Confidential Information**: This section ensures that the confidential nature of the information being shared is clearly defined, with exclusions that specify when information is not considered confidential.

2. **Obligations of the Receiving Party**: The Receiving Party is bound to protect and use the information only for the agreed purpose. The return or destruction of confidential data is also addressed.

3. **Duration**: Specifies how long the confidentiality obligations will remain in effect, which is crucial for determining when the obligations end.

4. **Legal Compliance**: The clause ensures that if legal circumstances require disclosure, the Disclosing Party has an opportunity to protect its information.

5. **Indemnification**: This clause helps protect the Disclosing Party by ensuring that the Receiving Party bears responsibility for any breaches of confidentiality.

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This **Confidentiality Agreement** is designed to ensure the protection of sensitive information in the entertainment industry, where creative concepts, contracts, and business negotiations are often confidential and need strong legal protection. If the agreement needs to be tailored further based on specific circumstances, such as project type or jurisdiction, feel free to provide additional details.