To download the test documents you need to agree to the following NDA.

NON DISCLOSURE AGREEMENT

BIG CANARIA ANIMATION AND DUBBING SERVICES, S.L., a Spanish Company with domicile in Avenida de la Feria nº1 (INFECAR) 35012 Las Palmas de Gran Canaria, (hereinafter “Big Canaria”), is a spanish animation studio specialized in the completion of animation and dubbing services.

In this respect, and in order to negotiate the terms and conditions of their collaboration, BIG CANARIA will need to give the Service Provider access to certain of its Confidential Information, in accordance with the terms and conditions of this non-disclosure agreement.

The purpose of this Non-Disclosure Agreement is to: - ensure that the discussions relating to the Project, whatever their outcome, are kept confidential; - protect the Confidential Information provided by BIG CANARIA and/or its Affiliates during the assessment and, as the case may be, the implementation of the Project.

1. DEFINITIONS

Unless context otherwise requires, the following terms shall bear the meanings set out against them hereunder:

Affiliates:	BIG CANARIA and any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by and/or is under common control with BIG CANARIA or any other entity within a standing commercial relationship with BIG CANARIA.

| Authorized Persons:| The Service Provider’s officers, employees, agents or representatives, consultants and/or counsels (including financial, legal and tax counsels), involved in the discussions and, if applicable, in the implementation of the Project. |

| Confidential Information:| Any information or data of any nature made available, directly or indirectly, to the Service Provider by BIG CANARIA and/or its Affiliates, by any means and whether furnished orally, in writing, electronically or through any other form or medium, regardless of whether or not it is specially marked or identified as confidential, including but not limited to:

(i) any information relating to BIG CANARIA and/or its Affiliates, including without limitation all business, artistic, technical, commercial, legal or financial data (including without limitation tangible and intangible assets and any information about concepts, marketing, business secrets and know-hows, development process, programs, software, models, data, clients and suppliers lists, strategic information);

(ii) any information, analysis, study or any document in relation to the Project;

(iii) the terms and conditions, the progress and the evolution of the Project.|

2. CONFIDENTIALITY

2.1 The Service Provider agrees to keep the Confidential Information in the strictest confidence and to use it for the sole and exclusive purpose of discussing the Project with the other.

Subsequently, the Service Provider agrees:

(i)	not to disclose by any means any received Confidential Information without prior written approval of BIG CANARIA and/or its Affiliates to any third party other than the Authorized Persons;
(ii)	to take all measures necessary to protect the secrecy of and avoid disclosure and/or unauthorized use of Confidential Information with the utmost care, and to maintain effective security measures to protect the Confidential Information from any unauthorized access, use or disclosure;
(iii)	not to use the Confidential Information in any way, except for the sole purpose of carrying out the discussions regarding the Project and the implementation of the Project, as the case may be. In particular, the Service Provider shall not use the Confidential Information disclosed to it by the other to conceive, develop, product, make or sell, directly or indirectly, projects or products similar to the Project;
(iv)	to immediately notify BIG CANARIA and/or its Affiliates of any use or disclosure of any Confidential Information contrary to this agreement.

2.2 As an exception to the foregoing, the present confidentiality commitment does not apply to the information:

(i)	that are in the public domain prior to their communication by BIG CANARIA and/or its Affiliates or information which have passed into the public domain after their communication through no fault of the Service Provider;
(ii)	which can be proven to have been lawfully in the possession of the Service Provider prior to their communication by BIG CANARIA and/or its Affiliates;
(iii)	which can be proven to have been legally received from a third party, through no breach of this agreement;
(iv)	that the applicable law, any applicable regulation or a binding court order forces or would force the Service Provider to disclose, it being understood that the Service Provider shall make its best efforts to give prior written notice to BIG CANARIA and/or its Affiliates of the existence of such an obligation.

The burden of proof of the existence of any of these exceptions lies with the Service Provider.

Any disclosure to the public of the Confidential Information by the Service Provider in any context other than these exceptions shall be considered to cause a prejudice to BIG CANARIA and/or its Affiliates that the Service Provider shall have to cure entirely.

2.3. The Service Provider guarantees that every Authorized Person to whom the Confidential Information will be disclosed shall comply with the obligations of this agreements. Consequently, the Service Provider shall be liable of any breach of this Agreement by any Authorized Person. .

3. TERM

This agreement shall be effective for two (2) years from the completion of the Project of the termination of the discussions regarding the Project, as the case may be.

4. OWNERSHIP OF THE CONFIDENTIAL INFORMATION

Every Confidential Information and their reproduction shall remain the exclusive property of BIG CANARIA and/or its Affiliates and shall be returned to it, or destroyed, immediately upon request.

Neither the disclosing of the Confidential Information in the context of this Agreement nor any stipulation of this Agreement shall be construed as:

(i)	granting the Service Provider any license or any right to use or disclose the said Confidential Information outside of the conditions foreseen in this Agreement;
(ii)	granting the Service Provider any license or any right to the trademarks, patents, copyright, or any right of intellectual property or any other right in relation to the received Confidential Information.

5. INDEMNIFICATION

The Service Provider shall indemnify and hold the BIG CANARIA and/or its Affiliates harmless against any damages, including loss of profits, and any and all costs, to their fullest lawful extent, including reasonable attorneys’ fees, directly or indirectly resulting from a breach of this Agreement.

6. SCOPE OF THIS AGREEMENT

No stipulation of this agreement shall be construed as obliging BIG CANARIA and/or its Affiliates to disclose Confidential Information to the Service Provider or as obliging a party to enter into any agreement in relation to the Project with the other.

The Parties agree that this agreement can neither be construed as to creating a legal entity between the Parties nor as an association or any type Service Providership between the Parties.

In the event that the Project should be abandoned, for any reason, each Party agrees (i) to immediately cease any use of the Confidential Information communicated by the other Party; (ii) to return to the other Party every received document containing Confidential Information, or upon request from the other Party, to destroy such documents.

7. GENERAL

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions. This Agreement may be modified, or waived only by a separate writing signed by all the Parties hereto. No course of dealing between the Parties shall be deemed to modify or amend any provision of this Agreement, and no delay by any Party in the exercise (or partial exercise) of any of its rights and remedies shall operate as a waiver thereof.

This agreement shall be governed by the laws of France.

Any unsolved dispute between the Parties in relation to the validity, the interpretation or the performance of this agreement or its potential termination shall be submitted to the jurisdiction of courts of Las Palmas, Gran Canaria.