The undersigned,
(the “Obligor”), hereby agrees to enter into this Confidentiality Agreement (this “Agreement”) and to strictly comply with the following terms and conditions.
1. No Disclosure

a. Obligor acknowledges that he or she will or may learn, obtain, be exposed to and/or become aware of information, and/or in the past has or may have acquired information, relating to or concerning Hesham Abdo, ShotBySham Obligor shall not at any time disclose, publicly or privately, any information which is in any way, fashion or manner related to, associated with or connected to the Abdo family (including their personal relationships, their business activities (including ShotBySham), plans, operations, trade secrets, treatments, storyboards, images, videos, sketches, finances (including budgets, forecasts and financial projections), client lists or employees, or those of their affiliates, employees or any of their respective families, associates, friends, affiliates, agents, assigns or designees (individually and collectively, the “Protected Persons”), and/or any of their business activities, plans or finances.

b. Obligor acknowledges and agrees that the above-described information (collectively, the “Protected Information”) is deemed to be strictly confidential, private, secret and sensitive, and shall be kept confidential and secret by them and they agree that they shall not, directly or indirectly, verbally or otherwise, publish, reveal, disseminate, disclose, or permit or cause to published, revealed, disseminated or disclosed to any person or entity. This requirement of confidentiality shall apply to disclosures to Obligors family, associates and friends.

c. Without limiting the generality of the foregoing, “Protected Information” includes all knowledge, property and information (including but not limited to email addresses, street addresses, codes, passwords and phone numbers) which is in any way related to the Protected Persons (whether intended to be communicated or not), and occurring by any verbal or non-verbal means, in any form, visual, non-visual or otherwise, between or among the Protected Persons and/or any other person (whether or not employed by the Protected Persons) and includes all information relating to the business and/or the personal affairs of the Protected Persons, including any information which, given the circumstances of the disclosure, they might reasonably expect the Protected Persons to regard as confidential. Non-verbal communication includes, without limitation, any fixation of any information, including any writing (in any form), any electronic communication (such as email, social media, group chats, texts, DMs, Internet bulletin boards, websites and the like), and all information stored or contained in any electronic device such as any cell phone, memory stick, CDR, camera, computer or the like which is supplied to them or utilized by them, whether owned by them or otherwise (as for example only, memory sticks, CDRs, DVDs, iphones, android, or any smart phone, ipads, tablets, hard drives, key codes, alarm codes and access codes) and the making or copying of any audio and/or audiovisual recording of any kind, including any photograph and/or digital image(s) and/or video.

d. Without limiting the generality of the foregoing, Obligor shall not, without the prior written consent of the Protected Persons in each instance:

i. Photograph, tape, film, record or otherwise duplicate: (A) any likenesses or activities of any Protected Person; (B) any private or public appearance by any Protected Persons; or (C) any conversations with or between Protected Persons.

ii. Give or authorize any interview(s), lecture(s) or speech(s), or sell or otherwise disseminate any information, or prepare or assist anyone in the preparation of any book(s), article(s), television or motion picture product(s) or other creation(s) of any kind or nature whatsoever, concerning or incorporating Protected Information, including, without limitation, any material concerning any person whether fictional or real, who any member of the public could or might reasonably associate with any Protected Person, regardless of whether there shall appear any disclaimer purporting to disassociate such fictitious person from a Protected Person.

iii. Affix, discuss, reveal, disclose in any manner whatsoever, or provide any Protected Information concerning any Protected Person to anyone at any time in any manner whatsoever, as for example only, during and in connection with any promotional interviews, any communication of any kind, whether in verbal, written, typed, electronic or non-verbal form, or the provision of any communication, with or to reporters, bloggers, writers, tabloids, magazines, publications, broadcasters, paparazzi, talk shows (whether T.V., radio, social media, internet or digital), internet chat rooms, social media, books, articles, photographers and the like.

2. Breach Obligor agrees that if he or she breaches or threatens to breach any covenant in this Agreement, in addition to all other rights and remedies available to the Protected Persons, the Protected Persons shall be entitled to injunctive relief preventing the disclosure, or any further disclosure, of any Protected Information. Further, if Obligor breaches or threatens to breach any covenant in this Agreement, without limiting any other rights or remedies of the Protected Persons, Obligor shall be required to pay to the Protected Persons any attorneys fees incurred by the Protected Persons to enforce this Agreement, punitive damages in an amount to be determined by a court of competent jurisdiction and liquidated damages in an amount of not less than ONE MILLION DOLLARS AND 00/100 ($1,000,000,00) per occurrence, and the Protected Persons shall be entitled to seek recovery of any and all monies and other benefits whatsoever received by Obligor or on his or her behalf from any and all sources in connection with any use or dissemination by Obligor of any material described in this Agreement, it being agreed by Obligor that all such monies and other benefits received by Obligor or on his or her behalf shall be held in trust by Obligor or on his or her behalf for immediate payment over to the Protected Persons. For the purposes hereof, any use by Obligor of the Protected Information in violation of this Agreement shall constitute theft.
3. Name

a. Obligor acknowledges that the Protected Persons enjoy a proprietary interest in their names and Obligor hereby covenants and agrees that he or she shall not, now or in future, advertise, bill or promote, or cause to be advertised or promoted, or engage in, either directly or indirectly, any commercial or non-commercial activity, (including, but not necessarily limited to, the production, sales and/or marketing, and/or promotion and/or endorsement of any product or service, of any kind), using the name of the Protected Persons in any form whatsoever, without the express written consent of the Protected Persons.

b. Obligor acknowledges and agrees that the Protected Persons’ rights in their names are of a special, unique and extraordinary character giving those names peculiar value, the loss, appropriation or the misuse of which cannot be compensated for in an action at law for damages, and, accordingly, in the event of a breach by Obligor of any covenant in this Agreement, the Protected Persons and/or their designees shall be entitled to injunctive or other equitable relief against them, in addition to any other remedies available to them at law.

4. Ownership

a. The Protected Persons shall be deemed the sole owner of all information which is or may be contained in any device, memory stick, CDR/DVD, computer, cell phone, camera, tablet, journal, notebook or the like which is supplied to Obligor by any Protected Persons or used by Obligor in the property or studio of Protected Persons, including the copyrights therein, and for the purposes hereof any unauthorized use of such information or the Protected Information by Obligor shall constitute theft of such information and the Protected Information.

b. The Obligor acknowledges that Abdo and ShotBySham is a photographer and that he and other Protected Persons shall be capturing audio, video, stills and creating intellectual property at any and all times. If Obligor’s image or likeness is captured by Abdo or Protected Persons, whether purposeful, incidental or otherwise, the result (the “Work”) shall be a work for hire, and Abdo shall own the Works, and shall be the sole and exclusive owner of the copyright in the Works, including all rights of copyright registration, renewal and extension. Obligor shall make no claim to ownership of the copyright in the Works, nor shall Obligor attempt to exercise any rights, privileges or protections afforded to a copyright holder. Obligor waives all moral rights in the Works.

5. Image and Likeness Obligor grants Abdo and the Protected Persons a limited non-exclusive license to use and publish, and permit others to use and publish, Obligor’s name (including all professional, group and assumed or fictitious names now or hereafter adopted or used), and imgaes (stills, videos or other intellectual property captured by Adbo and Protected Persons) and likenesses of and biographical material concerning Obligor in connection with the promotion and exploitation derived from the Works.

6. Disputes If a dispute arises concerning any of the provisions of this Agreement, it shall be submitted to and decided exclusively by the state courts located in LOS ANGELES, CALIFORNIA. Since a public hearing to enforce any of the provisions of this Agreement might disclose Protected Information contrary to the intent of the parties, the parties hereby stipulate that if there is litigation of any provision of this Agreement, the court file shall be sealed and the court may issue a protective order prohibiting the disclosure of any of the Protected Information, and limiting the disclosure of any other information obtained through discovery proceedings.

7. Miscellaneous This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and may not be modified except in a writing signed by both parties. if any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be impaired or invalidated. If legal action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its attorney fees and costs incurred therein. The representations, warranties and indemnification contained in this Agreement shall remain in full force and effect notwithstanding any change in the relationship between them and the Protected Persons.

THIS IS AN IMPORTANT LEGAL DOCUMENT. By signing below, Obligor acknowledges that (i) he or she has reviewed this Agreement with his or her legal counsel or has knowingly declined the opportunity to review it with such counsel; (ii) his or her failure to review this Agreement with his or her legal counsel shall in no way impair the legally binding nature of this Agreement; (iii) this Agreement has been completely read by Obligor; (iv) Obligor has received good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged; and (v) he or she fully understands and voluntarily accepts all the terms and conditions of this Agreement.