Confidential — Authorized Viewers Only
Before you view these materials, you must agree to keep them confidential. The pitch decks and related materials behind this gate are confidential and proprietary to Diplomacy Music LLC and are provided under the non-disclosure agreement below. Please read it in full. By typing your name and organization, checking the box, and clicking Agree, you enter into a binding agreement — recorded with your name, organization, date, IP address, and browser.
This Non-Disclosure Agreement (this "Agreement") is entered into as of (the "Effective Date") by and between Diplomacy Music LLC, an Illinois limited liability company, together with its subsidiaries, affiliates, and its Panel Sync product line (the "Disclosing Party"), and [your name], acting individually and on behalf of [your company] (together, the "Receiving Party"). The Disclosing Party wishes to disclose confidential materials so that the Receiving Party may evaluate a potential business, investment, licensing, publishing, or distribution relationship with the Disclosing Party (the "Permitted Purpose"). In consideration of that disclosure, the Parties agree as follows.
1. Confidential Information. "Confidential Information" means all non-public information disclosed or made observable through this portal, in any form and whether or not marked "confidential," including without limitation: (a) the pitch decks and all of their contents; (b) the Panel Sync format, technology, methods, software, architecture, algorithms, data structures, file formats, and know-how, and all patent-pending inventions, including U.S. Provisional Patent Application No. 64/060,101 (filed May 7, 2026; "Patent Pending"), and any related, continuing, or converted applications; (c) the intellectual-property portfolio, title slate, content lineup, and roadmap; (d) all business, financial, pricing, and deal terms; (e) all trade secrets within the meaning of the Illinois Trade Secrets Act (765 ILCS 1065/) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.); and (f) the existence and substance of these discussions. Confidential Information includes all notes, analyses, and other materials the Receiving Party derives from any of the foregoing.
2. Permitted Purpose; No Other Use. The Receiving Party will use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever.
3. Obligations. The Receiving Party will: (a) hold all Confidential Information in strict confidence, using no less than a reasonable degree of care; (b) not redistribute, forward, copy, reproduce, screenshot, screen-record, photograph, download, or otherwise remove any materials from this view-only portal; (c) limit access to the individual Receiving Party named above on a strict need-to-know basis, and not share access credentials; and (d) promptly notify the Disclosing Party in writing of any unauthorized access, use, or disclosure and take reasonable steps to mitigate it.
4. Monitoring & Watermarking; No Circumvention. The Receiving Party acknowledges and consents that all access to this portal is logged and traced, and that displayed materials are individually watermarked and attributed to the Receiving Party. The Receiving Party will not circumvent, disable, alter, or remove any watermark, tracer, or access control.
5. No Reverse Engineering. The Receiving Party will not reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, structure, algorithms, or file formats of any software, demo, or content made observable, except to the limited extent this restriction is prohibited by law.
6. No License; Reservation of Rights; Patent Preservation. All Confidential Information remains the sole property of the Disclosing Party. No license or right, by implication, estoppel, or otherwise, is granted under any patent, patent application, copyright, trademark, trade secret, or other intellectual-property right. Disclosure under this Agreement is made in confidence and does not constitute a public disclosure, public use, or offer for sale for patent or any other purpose, and waives no rights.
7. Exclusions. Confidential Information does not include information the Receiving Party can show by written records: (a) was lawfully known to it before disclosure; (b) is or becomes public through no fault of the Receiving Party; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without reference to the Confidential Information.
8. Compelled Disclosure. If legally compelled to disclose Confidential Information, the Receiving Party may do so only to the extent required, and (where legally permitted) will give the Disclosing Party prompt prior written notice and reasonable cooperation to seek protective treatment.
9. Third-Party Content. The Materials (the Demo and/or the Decks, as accessed) may include illustrated content, characters, and artwork that are the property of third-party rights holders (including but not limited to DC Comics, a division of Warner Bros. Discovery). Such content is included solely for the purpose of demonstrating the technical capabilities of the Panel-Sync format and does not constitute a claim of ownership, license, or endorsement. Diplomacy Music LLC has produced authorized audio adaptations of certain properties under separate agreements; the inclusion of any content in the Materials does not extend, modify, or imply any rights beyond those existing agreements.
10. Indemnification. Recipient agrees to indemnify, defend, and hold harmless Diplomacy Music LLC, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Recipient's breach of any term or condition of this agreement; (b) Recipient's unauthorized use, disclosure, or distribution of the Materials or any Confidential Information; (c) any claim by a third party resulting from Recipient's actions or omissions in connection with the Materials.
11. No Warranty. The Materials are provided "as is" and "as available" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Diplomacy Music LLC makes no representation that the Materials will be uninterrupted, error-free, or free of harmful components.
12. Limitation of Liability. In no event shall Diplomacy Music LLC be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or use, arising out of or related to the Materials, whether based on warranty, contract, tort, or any other legal theory, even if advised of the possibility of such damages.
13. Termination & Destruction. Diplomacy Music LLC may revoke Recipient's access to the Materials at any time, for any reason, without prior notice. Upon termination, Recipient shall immediately cease all use of the Materials and destroy any copies or recordings of the Materials or Confidential Information in Recipient's possession. The confidentiality, indemnification, and liability provisions of this agreement shall survive termination.
14. Term. The confidentiality and non-use obligations continue for five (5) years from the Effective Date; provided that, as to any Confidential Information that is a trade secret, they continue for as long as the information remains a trade secret under applicable law.
15. Equitable Relief. The Receiving Party acknowledges that any breach may cause the Disclosing Party irreparable harm for which monetary damages are inadequate, and that the Disclosing Party is entitled to seek injunctive and other equitable relief, without bond, in addition to all other remedies.
16. Governing Law & Venue. This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws principles, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois.
17. Acceptance. By typing your full legal name and organization below, checking "I have read and agree," and clicking Agree, you represent that you are [your name], that you are authorized to bind [your company], and that you intend this to be your binding electronic signature. Your name, organization, and the date, time, IP address, and browser of your acceptance are recorded as the acceptance record and have the same effect as a handwritten signature.
Accepted by: [your name] — [your company] —
This is preliminary, AI-drafted legal text and is not legal advice; it must be reviewed and confirmed by licensed counsel before use.