NONDISCLOSURE AGREEMENT

THIS AGREEMENT is entered into and effective as of today (the “Effective Date”), by and between Mattel Inc. and each of their affiliates (collectively, “Sponsor”), and the individual clicking the box stating his/her acceptance to this Agreement ("Participant"), (hereinafter referred to as the “Participant”):

WHEREAS Sponsor is offering Participant the opportunity to work with Sponsor on a certain project, namely to create a story, pitch, and/or video for Sponsor (the “Relationship”); and

WHEREAS during the course of such work, Sponsor may disclose to, or Participant may become aware of or have access to certain confidential, proprietary, or secret information; and

WHEREAS Sponsor wishes to define its rights with respect to any such information disclosed,

NOW THEREFORE, in consideration of the premises and covenants herein contained, the receipt any sufficiency of which are hereby acknowledged, Participant agrees as follows:

1.         DEFINITION OF CONFIDENTIAL INFORMATION.  In contemplation of participating in the project with Mattel, and during the course of the Relationship, Participant may have access to the Confidential Information of Mattel.  “Confidential Information” means information or materials that: (i) are disclosed in writing or orally to Participant and are either marked or identified as “confidential” or “proprietary” at the time of disclosure; or (ii) Participant knows or has reason to know, by the nature or circumstances surrounding their disclosure, should be treated as confidential, including, without limitation, audiovisual and creative assets, technical, customer, personnel, product, marketing, design, and business information, including, without limitation, product specifications, product development plans, product features, marketing plans, business records, data, drawings, schematics, know-how, notes, models, reports, research, contracts, contacts, mock-ups, and samples, whether in written, visual, oral, electronic, web-based, or other form, and whether provided by Mattel or its representatives, and whether owned by Mattel or its licensees, licensors, or vendors.  Without limiting the foregoing, Confidential Information includes all copies, summaries, extracts, and other forms of the foregoing items, as well as all audiovisual or creative assets provided pursuant to the Relationship.

2.         EXCEPTIONS.  Confidential Information does not include information that: (i) is in or enters the public domain through no act or omission of Participant; (ii) Participant lawfully received from a third party without restriction on use or disclosure and without breach of a non-disclosure obligation or expectation of confidentiality; (iii) Participant knew prior to receiving such Confidential Information from Mattel and without restriction as to use or disclosure; or (iv) Participant independently developed without use of, or access to, any Confidential Information (as evidenced by documentation).  The restrictions on Participant’s disclosure of Confidential Information is excused to the extent that the Confidential Information is required to be disclosed pursuant to court order or other governmental action (provided that (a) Participant uses reasonable efforts to provide advance notice to Mattel in order to permit Mattel to contest the disclosure and/or seek a protective order, and (b) Participant provides reasonable assistance at Mattel’s cost in connection with such action). 

3.         OBLIGATIONS WITH RESPECT TO CONFIDENTIAL INFORMATION.  Participant acknowledges that the Confidential Information is proprietary to Mattel and it agrees to hold all Confidential Information in strict confidence.  Participant also agrees that: (i) it will not disclose Confidential Information to any third party; (ii) it will use no less than a reasonable degree of care to keep the Confidential Information confidential; (iii) it will not use the Confidential Information for any purpose except in connection with the Relationship; (iv) it will not disclose or reveal the existence or the content of any Confidential Information to any person or entity.  Participant must promptly notify Mattel, in writing, of any unauthorized use or disclosure of such Confidential Information, which notice must describe the nature of the disclosure, and cooperate with Mattel in every reasonable way to help retain possession of such Confidential Information and prevent its further unauthorized use or disclosure.  Upon the expiration or termination of the Relationship, or upon the written request of Mattel, Participant will immediately return all tangible Confidential Information (including all copies, including electronic copies, summaries, extracts, and other forms thereof) of Mattel within its possession or control, or at Mattel’s option, certify in writing to Mattel that it has destroyed the Confidential Information.  In such an event, Participant will not re-create any of the Confidential Information. 

4.         OWNERSHIP AND AUTHORITY. As between Mattel and Participant, all Confidential Information will be and remain the exclusive property of Mattel.  This Agreement imposes no obligation on Mattel to disclose any of its Confidential Information.  This Agreement does not grant Participant any intellectual property rights or other rights, by license or otherwise, in or to any portion of the Confidential Information or any other Mattel assets. 

5.         DISCLAIMERS.  NEITHER THIS AGREEMENT NOR ANY CONFIDENTIAL INFORMATION WILL CREATE OR BE DEEMED TO CREATE AN OBLIGATION, OFFER, OR THE LIKE TO ENTER INTO ANY EMPLOYMENT, CONSULTING, OR OTHER BUSINESS RELATIONSHIP OR ANY RELATED NEGOTIATIONS WITH PARTICIPANT OR ANY THIRD PARTY. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND NOTHING CONTAINED HEREIN OR IN ANY CONFIDENTIAL INFORMATION WILL CONSTITUTE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 

6.         GENERAL.

a)         Participant’s unauthorized use or disclosure of any Confidential Information would cause Mattel to incur irreparable harm and significant damages, the degree of which may be difficult to ascertain.  Accordingly, if Participant breaches this Agreement, then Mattel is entitled to seek and obtain, in addition to any other rights and relief available in law or equity: (i) immediate injunctive relief without any requirement to post a bond or other security; and (ii) its costs and expenses (including, without limitation, reasonable attorneys’ and expert witness’ fees).  Participant will indemnify, defend and hold harmless Mattel and its representatives from and against any claims, losses, expenses and liabilities related to Participant’s breach of the terms of this Agreement.

b)         This Agreement shall be governed by the laws of the State of California, without regard to conflict of law principles.  Participant consents to and waives any objections to the federal and state courts located in Los Angeles County, California having exclusive jurisdiction and venue with respect to any action or proceeding arising out of or relating to this Agreement.  In the event of any legal proceeding between the parties relating to this Agreement, the prevailing party will be entitled to recover, in addition to any other relief awarded or granted, its costs and expenses (including reasonable attorneys’ and expert witness’ fees) incurred in any such proceeding. 

c)         This Agreement: (i) is the complete statement regarding the subject matter hereof and it supersedes all prior and contemporaneous understandings and communications between Participant and Mattel regarding its subject matter; (ii) is not assignable by Participant; (iii) may be amended only in a writing signed by Participant and an authorized officer of Mattel; (iv) no provision in this Agreement may be modified or abrogated unless expressly agreed to in writing signed by an authorized officer of Mattel; and (v) no failure or delay in exercising any right or remedy will operate as a waiver of any such (or any other) right or remedy. 

d)         Each individual who signs this Agreement represents that he/she is authorized to do so by the respective party on whose behalf he/she is signing.  This Agreement binds and will inure to the benefit of each of the parties and Mattel’s successors and assigns.

By clicking the ["I Agree"] button below, you confirm that you are over the age of majority (which is 18 years old in most states) and have read and agree to be bound by and comply with all the terms of this Non-Disclosure Agreement.