68 Supplement 4: Motion-Specific Terms and Conditions
M 7. Trade Secrets
. Definition. Each Party’s “Trade Secrets” shall mean a Party’s proprietary
property, including information, ideas, patterns, compilations, data, lists,
documents, memoranda, processes, programs, devices, methods, techniques,
formulas or improvements, whether or not patentable, which meets the
following criteria:
(a) the other Party becomes aware of the property as a consequence of
performing its obligations under this Agreement;
(b) the property has independent economic value, actual or potential, from
not being generally known to the public or to other persons who can obtain
economic value from its disclosure or use, and
(c) the Party has made reasonable efforts under the circumstances to maintain
the secrecy of the property. Each Party acknowledges that the other Party’s
Trade Secrets are Confidential Information subject to the Confidentiality
provisions of this Agreement.
. Client’s Trade Secrets. Client’s Trade Secrets include, by way of illustration but
without limitation:
(a) Client’s customer and vendor information, including, but not limited to,
identity, contacts, decision makers, financial and legal dealings;
(b) customer files, records, or images from any Client project (whether on film,
paper, digital or other media); and
(c) third-party materials entrusted to Client as confidential, such as scripts,
story boards, story ideas, identity of actors, and identity of technical resources
involved in Client projects or potential projects;
(d) Client’s business plans, business opportunities, business partners, contracts,
negotiations, personnel, finances, legal matters, research, development,
information systems, product and software concepts.
. Designer’s Trade Secrets. Designer’s Trade Secrets shall include, by way of
illustration but without limitation:
(a) Designer Tools;
(b) Designer’s customer and vendor information, including, but not limited
to, identity, contacts, decision makers, financial and legal dealings;
(c) Designer’s business plans, business opportunities, business partners,
contracts, negotiations, personnel, finances, legal matters, research,
development, information systems, product and software concepts.
M 8. Kill Fee
Client acknowledges and agrees that Designer has reserved availability of
Designer and/or Designer’s employees and/or sub contractors (collectively
“Designer’s personnel”) to work on each Proposal for the projected time
required for the Services, and that by reserving such availability, Designer’s
personnel necessarily forgo opportunities to work on other projects for other