ACCEPTANCE OF TERMS
By accessing or using this Site (the "FFA Website") in any way, including merely browsing the FFA Website, you agree to and are bound by all of the terms and conditions of the FFA's Confidentiality Agreement set forth below and in any changes thereto that the FFA may publish from time to time. You acknowledge that these terms and conditions are supported by good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, and that such consideration includes, without limitation, your use of the FFA Website and receipt of Confidential Information therein (as defined below under "Confidential Information").
CONFIDENTIALITY AGREEMENT:
You (hereinafter "Recipient") and the FFA hereby agree to enter into a confidential relationship with respect to the disclosure by the FFA to Recipient of certain information as follows:
1. Terms: For purposes of this Confidentiality Agreement ("Agreement"), the term "Recipient" shall include Recipient, any company he/she represents, and all affiliates, subsidiaries, and other related entities of Recipient. For purposes of this Agreement, the term "Representatives" shall include Recipient's officers, employees, agents, and financial, legal, and other advisors.
2. Confidential Information: In the course of using the FFA Website, Recipient has received confidential, important, and/or proprietary trade secret information concerning the FFA and its activities. “Confidential Information” includes all information or material that has or could have commercial value or other utility in the business of the FFA. Confidential Information shall also include any information of which unauthorized disclosure could be detrimental to the interests of the FFA whether or not such information is identified as Confidential Information by the FFA. By example, without limitation, Confidential Information includes any information or material regarding: (a) the FFA’s unique Film School Concept of conducting workshops through the process of making and marketing feature films for worldwide distribution, which provides students with hands-on professional experience, training, screen credit, industry networking, and (for DHTP Graduates) paying film jobs; (b) the FFA’s signature Marketing Strategy (as exemplified by the slogan “Our Students Don‘t Make Student Films... They Make Feature Films for Worldwide Release“); (c) the FFA’s proprietary Teaching Methodologies, such as the Screenwriting Workshop’s Storystorming Sessions, or the Academy’s Circuit Training (ACT) which provides intensive training in all key disciplines from Directing, Cinematography, and Production Design, to Marketing and Publicity; (d) the FFA’s multidisciplinary 2-For-1 Workshops, which uniquely combine and integrate the Feature Filmmaking Workshop, tuition-free, with one of either the Editing, Producing, or Screenwriting workshops; (e) the content of FFA Workshops, including, without limitation, lectures, hands-on training, or any other training or materials; (f) any and all FFA Works (screenplays and motion pictures that are created, developed, and/or produced in FFA Workshops) and all parts thereof including, without limitation, plots, characters, concepts, ideas, and titles; (g) the FFA’s “No Hidden Fees Tuition Policy,” Scholarship Programs, and Easy Student Loans; (h) the FFA’s “Alumni Benefits & Employment” offered to our top FFA Grads via the Department Head Training Program (DHTP), which guarantees jobs, subject to availability, as FFA Certified Department Head Instructors (DHI’s) on FFA feature films; and (i) the FFA’s innovative Staffing Policy (exemplified by the FFA slogan “Our teachers don’t just teach; they work in Key Crew Positions on Feature Films released worldwide”).
3. Confidentiality: Except as provided below in the paragraph labeled "Permitted Disclosures," Recipient and his/her Representatives may not disclose any of the Confidential Information in any manner whatsoever, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify the FFA against any and all claims, losses, damages, expenses, including attorneys' fees incurred or suffered by the FFA as a result of a breach of this Agreement by the Recipient or his/her Representatives.
4. Permitted Disclosures: Recipient may disclose the Confidential Information only as follows: (a) by the written authorization of the FFA, signed by its principal officer prior to any disclosure; (b) by a court order, provided that Recipient provides the FFA with a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to such disclosure; (c) the Confidential Information may be disclosed to Recipient's responsible Representatives with a bona fide need to know the Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with the FFA and only if such Representatives are advised of the confidential nature of the Confidential Information and this Agreement's terms and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of the Confidential Information.
5. Use: Recipient and his/her Representatives shall use the Confidential Information only for the purposes of evaluating a possible transaction or relationship with the FFA. Recipient and his or her Representatives shall not use the Confidential Information for any commercial purposes or for any other purpose that may be detrimental to the FFA. Nothing herein shall be construed as granting any rights to Recipient or to his or her Representatives, by license or otherwise, to any of the Confidential Information.
6. Irreparable Harm: Recipient understands that any disclosure or misappropriation of any of the Confidential Information in breach of this Agreement may cause the FFA irreparable harm, the amount of which may be difficult to ascertain, and therefore agrees that the FFA shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach of the Agreement and for such other relief as the FFA shall deem appropriate. Such right of the FFA is to be in addition to the remedies otherwise available to the FFA at law or in equity. Recipient hereby expressly waives the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond by the FFA.
GOVERNING LAW; GENERAL:
This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. The FFA shall have the option to arbitrate any and all claims that either party may have hereunder. If for any reason a court of competent jurisdiction finds any provision of the Agreement, or any portion thereof, to be unenforceable, that provision shall be enforced to the fullest extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Agreement shall continue in full force and effect. Any failure by the FFA to enforce or to exercise any provision of the Agreement shall not constitute a waiver of that right or of that provision.