NON-DISCLOSURE AGREEMENT

 

RECITALS

A. The Receiving Party understands that Micah Thomas (Disclosing Party) may disclose information relating to Project X (a developing technology venture owned by Micah Thomas and Megaleio Media), which to the extent previously, presently, or subsequently disclosed to the viewer of this online content (the Receiving Party) is hereinafter referred to as "Proprietary Information" of the Disclosing Party. This information is being provided to the Receiving Party for the sole purpose of consultation. The Receiving Party acknowledges that the information disclosed in the subsequently delivered business plan is the property of the Disclosing Party and no action or disclosure to other individuals or companies is allowed for a period of no less than five years from the date of this agreement without express written consent from the Disclosing Party.

OPERATIVE PROVISIONS

1. In consideration of the disclosure of Proprietary Information by the Disclosing Party, the Receiving Party hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, and (iv) not to copy or reverse engineer any such Proprietary Information. The Receiving Party shall procure that its employees, agents, and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a non-disclosure or similar agreement in content substantially similar to this Agreement

2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply with respect to any information after five years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes (through no improper action or inaction by the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party. The

Receiving Party may make disclosures required by law or court order provided the Receiving Party uses

diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.

1. Immediately upon the written request of the Disclosing Party at any time, the Receiving Party will return to

   the Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.

2. The Receiving Party understands that nothing herein (i) requires the disclosure of any Proprietary Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.

3. The Receiving Party further acknowledges and agrees that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by the Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the Receiving Party or its advisers; it is responsible for making its own evaluation of such Proprietary Information.

4. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

5. This Agreement shall be governed by the laws of the jurisdiction in which the Disclosing Party is located (or if the Disclosing Party is based in more than one country, the country in which its headquarters are located) (the "Territory") and the parties agree to submit disputes arising out of or in connection with this Agreement to the non-exclusive of the courts in the Territory.

 

 

INVESTMENT CAUTIONARY STATEMENT

 

The information contained on this website is for information purposes only and is not intended to constitute an offering of securities. Certain statements constitute forward-looking information under applicable securities law. Readers are cautioned that such information is expressly subject to Megaleio Media's Forward-Looking Statements Cautionary Disclaimer (see below).

 

The information contained or posted on this website was accurate at the time of posting but may be updated, amended or superseded by subsequent disclosures, or may become outdated and inaccurate over time. Changes will be updated as soon as possible, but due to the timely nature of decisions regarding Megaleio Media Inc. securities and the technical and security risks of the Internet, readers should not use the information set out on this website to make such decisions. Printed copies of documents will be available from Investor Relations.

Forward-Looking Statements Cautionary Disclaimer

This website contains certain information regarding the Company that may constitute forward-looking information under applicable securities law. Forward-looking statements on this website are used to provide Megaleio Media Inc. shareholders and potential investors with information regarding Megaleio Media., including management’s assessment of its future financial and operational plans and outlook. The words ‘anticipate’, ‘expect’, ‘believe’, ‘may’, ‘should’, ‘will’, ‘estimate’, ‘project’, ‘outlook’, ‘forecast’ or other similar words are used to identify such forward-looking information and statements. Disclosure related to expected revenue rates, equipment utilization or operating activity levels, operating costs, capital expenditures and other guidance provided throughout this website constitutes forward-looking statements. These forward-looking statements were based upon various underlying factors, research, pricing quotes, distribution proposals and reasonable assumptions, including the state of the economy, technology exploration, and production business, in particular; the Company’s business prospects and opportunities; and estimates of the financial and operational performance of Megaleio Media and are not guarantees of future performance.

Forward-looking information and statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking information and statements. Risk factors that could cause actual results or events to differ materially from current expectations include, among others, the ability of Megaleio Media to successfully implement its strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of Megaleio Media’s assets and businesses, the price of commodities, competitive factors in the technology industry, changes in laws and regulations affecting Megaleio Media’s businesses, technological developments, and general economic conditions. Unpredictable or unknown factors not discussed in this Cautionary Disclaimer could also have material adverse effects on forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such forward-looking statements, although considered reasonable by management as of the date hereof, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this website are expressly qualified by this cautionary statement. Furthermore, any forward-looking statements contained in this web site are accurate only as of the date such statements were made or as of the date of the report or document in which they are contained or posted to this website, and Megaleio Media does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.

Additional information on risks and uncertainties and other factors that could affect Megaleio Media’s operations or financial results will be included in Megaleio Media’s reports to be filed with the State of Delaware securities regulatory authorities and may be accessed through this website.