In Plain Terms

This agreement says that DC Color and the Client may share nonpublic/project-related information with each other and that both sides agree to keep it confidential and only use it for working together.

It explains what counts as confidential, what doesn’t, what to do if a court asks for the info, how long the duty lasts, and that Virginia law applies. It’s meant to be used alongside your service terms.

1. Purpose

The Parties may from time to time disclose to each other certain business, creative, technical, or project-related information for the purpose of exploring, quoting, or performing color, finishing, or related creative services (the “Purpose”). This Agreement governs how that information is handled.

2. What “Confidential Information” Means

“Confidential Information” means any nonpublic information that one Party (“Disclosing Party”) gives to the other Party (“Receiving Party”), in any form (written, visual, verbal, electronic), that:

• Is marked or described as confidential, or
• Given the nature of the information or the circumstances, should reasonably be treated as confidential.

This can include, for example:

• Client project files, footage, artwork, scripts, brand assets;
• DC Color workflow, pricing, look templates, grade references, technical approaches;
• Business plans, client lists, production schedules, or proposals;
• Terms of any project or commercial agreement between the Parties.

What is not Confidential Information:

• Information that is or becomes public through no fault of the Receiving Party;
• Information the Receiving Party already had before it was shared, as shown by written records;
• Information the Receiving Party got from someone else who was allowed to share it;
• Information the Receiving Party developed on its own without using the Disclosing Party’s information.

3. What Each Party Agrees to Do

Each Party, as a Receiving Party, agrees to:

• Use the other Party’s Confidential Information only for the Purpose described in this Agreement;
• Take reasonable steps to protect the Confidential Information from loss or disclosure (at least the same level of care it uses for its own confidential info);
• Share the Confidential Information only with its employees, contractors, officers, or advisors who
  need to know it for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement;
• Not sell, publish, or otherwise disclose the Confidential Information to third parties without written permission.

Each Party is responsible for any unauthorized disclosure by people it shares the information with.

4. If a Court or Government Requests the Information

If the Receiving Party is legally required (by subpoena, court order, or similar process) to disclose Confidential Information, it will, where legally allowed:

• Promptly notify the Disclosing Party so the Disclosing Party can seek a protective order or other remedy; and
• Share only the part of the Confidential Information that is legally required to be disclosed;
• Use reasonable efforts to have the information treated confidentially.

5. Ownership and No License

All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party a license or other rights in the Confidential Information except to use it for the Purpose.

6. Return or Destruction

At the Disclosing Party’s written request, the Receiving Party will return or destroy (and confirm destruction of) the Disclosing Party’s Confidential Information within a reasonable time. The Receiving Party may keep one archival copy if required by law or for backup, but it must continue to protect it under this Agreement.

7. How Long This Applies

This Agreement starts on the Effective Date and applies to Confidential Information disclosed while the Parties are exploring or performing work together.

The duty to keep information confidential will continue for five (5) years from the date each item of Confidential Information is disclosed, except for trade secrets or source materials that, by their nature, should reasonably remain confidential for longer — those must be protected as long as they remain confidential.

8. Breach and Remedies

Each Party acknowledges that improper disclosure of Confidential Information could cause harm that is difficult to measure. Therefore, the Disclosing Party may seek an injunction or other equitable relief in addition to any other remedies available at law.

9. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to its conflict of law rules. Any dispute related to this Agreement will be brought in a state or federal court located in or serving Fairfax County, Virginia, and the Parties consent to that jurisdiction.

10. No Obligation to Work Together

Sharing Confidential Information does not require either Party to enter into any further agreement or proceed with any project. Work only proceeds when the Parties agree separately (for example, through a Project Order).

11. Entire Agreement

This Agreement is the entire confidentiality agreement between the Parties about the subject here and replaces any earlier confidentiality agreements about the same subject, unless a later written agreement specifically says otherwise.

Acceptance

By sending or receiving confidential/project materials, submitting a project to DC Color that references this NDA, or otherwise indicating acceptance online, both Parties acknowledge that they have read and agree to this DC Color Confidentiality Agreement (Mutual NDA).