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We hold confident all the information you provide to us about your company. Therefore we always begin our relationships with a signed Confidentiality Agreement. Please review our Non-Disclosure Agreement and please give us a call if you have any questions.

WHEREAS, Disclosing Party possesses certain confidential proprietary information; and WHEREAS, in connection with the pursuit, evaluation and/or feasibility of a business relationship, and/or the consummation of a transaction between Receiving Party and Disclosing Party (collectively, the “Business Purposes”), confidential proprietary information of Disclosing Party may become available to Receiving Party. WHEREAS, Disclosing Party desires to prevent the unauthorized use and disclosure of its confidential proprietary information. NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, Receipt of which is hereby acknowledged, the parties agree as follows: This Agreement is made on _________, (the “Effective Date”) by and between,____________________
whose address is________________ (the “Disclosing Party”), and Studio Consulting Group, Inc., (the “Receiving Party”), whose address is 36 S Lancaster Rd., Savannah, GA 31410 The parties hereby agree as follows: In its sole discretion, the Disclosing Party will provide to the Receiving Party certain confidential and proprietary information for the limited purpose of allowing the Receiving Party to evaluate its interest in ________, in accordance with the following terms and conditions:
1.     Definition

For purposes of this Agreement, “Confidential Information” shall mean all strategic and development plans, financial condition, business plans, co-developer identities, data, business records, customer lists, project records, market reports, employee lists and business manuals, policies and procedures, information relating to processes, technologies or theory and all other information which may be disclosed by Disclosing Party or to which Receiving Party may be provided access by Disclosing Party or others in accordance with this Agreement, or which is generated as a result of or in connection with the Business Purposes, which is not generally available to the public.
2.     Nondisclosure Obligations

Receiving Party promises and agrees to receive and hold the Confidential Information in confidence.  Without limiting the generality of the foregoing, Receiving Party further promises and agrees:
A.   to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure;
B.   not to use any of the Confidential Information except for the Business Purposes. 
C.   not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information except as specifically authorized by Disclosing Party in accordance with this Confidentiality Agreement.
D.   not to use any Confidential Information to unfairly compete or obtain unfair advantage vis a vis Disclosing Party in any commercial activity which may be comparable to the commercial activity contemplated by the parties in connection with the Business Purposes. 
E.   to restrict access to the Confidential Information to those of its officers, directors, employees and agents who clearly need such access to carry out the Business Purposes.  
F.   to advise each of the persons to whom it provides access to any of the Confidential Information, that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, or permitting others to use for their benefit or to the detriment of Disclosing Party, any of the Confidential Information, and, upon Request of Disclosing Party, to provide Disclosing Party with a copy of a written agreement to that effect signed by such persons.
G.   to comply with any other reasonable security measures requested in writing by Disclosing Party. 
3.     Restrictions

The restrictions herein provided shall not apply with respect to “Confidential Information” which:
A.   Is known by the Receiving Party at the time of receipt; or
B.   Is or becomes a part of the public domain without breach of this Agreement by the Receiving Party; or
C.   Is legitimately obtained by the Receiving Party without a commitment of confidentiality from a third party; or
D.   Is disclosed by the Disclosing Party to a third party without a commitment of confidentiality by the third party; or E.   Is independently developed by the Receiving Party; or
F.    Is disclosed pursuant to judicial action or government regulations, provided the Receiving Party notifies the Disclosing Party prior to such disclosure and cooperates with the Disclosing Party in the event the Disclosing Party elects to legally contest and avoid such disclosure.
4.     No Right to Confidential Information

A.   Receiving Party hereby agrees and acknowledges that no license, either express or implied, is hereby granted to Receiving Party by Disclosing Party to use any of the Confidential Information.  
B.   Receiving Party further agrees that all inventions, improvements, copyrightable works and designs relating to machines, methods, compositions, or products of Disclosing Party directly resulting from or relating to the Confidential Information and the right to market, use, license and franchise the Confidential Information or the ideas, concepts, methods or practices embodied therein shall be the exclusive property of Disclosing Party, and Receiving Party has no right or title thereto.
5.     Rights and Licenses

This Agreement and the furnishing of “Confidential Information” as provided herein shall not be construed as establishing, either expressly or by implication, any grant of rights or licenses to the Receiving Party or any relationship between the parties.
6.     Ownership

All tangible information, including drawings, specifications and other information submitted hereunder by the Disclosing Party to the Receiving Party, shall remain the property of the Disclosing Party. If either party elects not to pursue any further business undertaking, the Receiving Party shall promptly destroy or, upon written request, return to the Disclosing Party all tangible information, and all copies thereof, related to “Confidential Information”.
7.     Export

The Receiving Party shall not export any Confidential Information without written permission from the Disclosing Party. If the Receiving Party is permitted to export Confidential Information, the Receiving Party shall comply with the U.S. Export Administration Laws and regulations (EAR) and shall not export or re-export any technical data or products received from the Disclosing Party or the direct product of such technical data to any proscribed country listed in the “EAR” unless properly authorized by the U.S. government.
8.     Remedies
Receiving Party understands and acknowledges that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement may cause Disclosing Party irreparable harm, the amount of which may be difficult to ascertain and, therefore, agrees that Disclosing Party shall have the right to apply to a court of competent jurisdiction for an order restraining any such further disclosure or misappropriation and for such other relief as Disclosing Party shall deem appropriate. Such right of Disclosing Party shall be in addition to Remedies otherwise available to the Disclosing Party at law or in equity.
9.     Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.
10    Term and Termination
This Agreement shall commence on the date first written above. Receiving Party’s right to use the Confidential Information in connection with the Business Purposes shall continue in effect for two (2) years or until Disclosing Party provides Receiving Party with written notice of termination of such right, whichever is earlier. Notwithstanding the foregoing, Receiving Party’s obligations with respect to the Confidential Information hereunder shall continue in full force and effect until further notice from Disclosing Party.
11.   Entire Agreement

This Agreement constitutes the sole understanding of the parties about this subject matter and may not be amended or modified except in writing signed by each of the parties to the Agreement. DISCLOSING PARTY NAME Company or Business Name:___________________________________________
Date: ________________________________    
(Authorized Signature and Date)
Name: ____________________________________________________________
Title: ________________________________   

Studio Consulting Group, Inc. By:_______________________________________________________________    
Date: ________________________________  
(Authorized Signature and Date)
Name: Bradford B. Jones,                        
Title: President