Agreements
Mutual Non-Disclosure Agreement
Final template for talent / prospect discussions · Dyer International Management and Consulting, LLC
This is a standard template for informational purposes. Have a qualified attorney review any legal contract before signing.
1. Parties & Purpose
This Mutual NDA is between Dyer International Management and Consulting, LLC (DIMC) and the Talent / Prospect named in this application. The Parties intend to discuss a potential business relationship, representation, or collaboration (the Authorized Purpose), which may require sharing Confidential Information. In plain terms, this agreement ensures that as we explore working togetherâ€â€whether mapping out public relations strategies, securing gig bookings, or planning long-term asset managementâ€â€both you and DIMC can speak openly and honestly. It creates a legally binding "safe space" where any sensitive career or business information shared is strictly protected.
2. Confidential Information
Confidential Information includes non-public information disclosed verbally, in writing, or electronically. This covers business and brand strategies, financial data, and rate cards (including proprietary standardized rate calculators DIMC uses to price brand sponsorships, and intake procedures used to onboard models, actors, music artists, athletes, and influencers); unreleased creative materials (rough drafts of scripts, private audition tapes, unreleased music tracks, or unpublished photo assets); personal and private information; and details of past, present, or pending bookings and negotiations.
3. Exclusions
Confidential Information does not include information that is public through no fault of the Receiving Party; was already rightfully possessed by the receiving party before this agreement; was independently developed without use of the Disclosing Party’s information; or was rightfully obtained from a third party without restriction.
4. Obligations
The Receiving Party agrees to hold Confidential Information in strict confidence; not disclose it except as expressly authorized; use it only for the Authorized Purpose; and not copy it without prior written consent.
5. Term
Duties remain in effect for five (5) years from the Effective Date, except trade secrets and sensitive personal information, which remain confidential indefinitely.
6. No Guarantee of Representation
Nothing herein obligates further agreements or guarantees representation. Signing this document simply allows both parties to safely evaluate whether they are a good fit to work together; it does not legally bind Talent to become a client of DIMC, nor does it obligate DIMC to sign Talent.
7. Return of Materials
Upon written request, all shared materials and documents must be returned or securely destroyed.
8. Governing Law
This agreement is governed by the laws of the State of South Dakota. If any dispute arises regarding this document, it will be handled according to South Dakota legal standards.
9. Dispute Resolution (Binding Arbitration & Court Waiver)
All claims, disputes, or controversies arising out of or relating to this agreement shall be resolved exclusively by binding arbitration administered in the State of South Dakota. By signing this agreement, both parties expressly waive their right to a trial by jury and their right to pursue or participate in a class-action lawsuit or public court proceeding.
10. Exception for Injunctive Relief
While general disputes are subject to arbitration, both parties acknowledge that the unauthorized leak of Confidential Information can cause immediate, irreparable reputational and financial harm that money alone cannot fix. Therefore, either party retains the legal right to bypass arbitration and immediately seek injunctive relief (such as an emergency restraining order) from a court of competent jurisdiction to stop an ongoing or threatened breach of secrecy.
11. Legally Compelled Disclosure
If the Receiving Party is ever legally forced by a court order, subpoena, or government agency to hand over Confidential Information, doing so will not be considered a breach of this contract. However, the Receiving Party must promptly notify the Disclosing Party in writing before turning anything over, giving the Disclosing Party a chance to legally challenge the subpoena or request a protective order.
12. Intellectual Property & No License Granted
The disclosure of unreleased creative materials, business strategies, or private financial data under this agreement does not grant the Receiving Party any legal license, copyright, or right to use the Disclosing Party’s intellectual property for their own benefit outside of the Authorized Purpose.
13. Severability and Entire Agreement
If a judge or arbitrator determines that one specific line or clause in this agreement is legally unenforceable, the rest of the document will remain fully active and legally binding. This written document represents the complete understanding between the parties regarding confidentiality, overriding any past verbal promises or handshake agreements.