NDA v1.1

# NON-DISCLOSURE & LIMITED ACCESS AGREEMENT (v1.1)
Agreement Date

The date on which this Agreement is accepted and verified electronically.

## 1. Parties

This Agreement is entered into between:

**Disclosing Party:**
_The Illustrator / Studio operating this platform_

**Receiving Party:**
The individual identified by the name and email address submitted during acceptance of this Agreement.

Acceptance is personal, non-transferable, and limited to the individual recipient.

## 2. Purpose (Evaluation Only)

The purpose of this Agreement is to permit the Receiving Party to review, evaluate, or view certain confidential, unpublished, or restricted creative materials solely for personal evaluation and consideration of potential future transactions.

No sale, license, or transfer of rights is granted under this Agreement.

## 3. Definition of Confidential Information

“Confidential Information” includes, but is not limited to:

- Unpublished artwork, illustrations, sketches, designs, and originals
- Digital images, documents, previews, or media not publicly released
- Project structures, creative direction, sequencing, or release strategies
- Any materials that are designated as confidential or that reasonably should be understood to be confidential

Information that becomes publicly available through authorized release by the Disclosing Party is excluded.

## 4. Limitations on Use

The Receiving Party agrees **not to copy, reproduce, manufacture, sell, deal in, distribute, publish, disclose, or otherwise use or appropriate** the Confidential Information in any manner whatsoever, including but not limited to **adaptation, imitation, redesign, modification, recording, screenshotting, or archiving**.

Nothing contained in this Agreement shall be deemed to grant the Receiving Party any rights whatsoever in or to the Confidential Information.

## 5. Confidentiality Obligation

The Receiving Party understands and agrees that unauthorized disclosure or misuse of the Confidential Information would cause irreparable harm to the Disclosing Party.

As consideration for access, the Receiving Party agrees to:

- Hold all Confidential Information in strict confidence
- Protect the Confidential Information with at least the same degree of care used to protect their own confidential materials
- Not disclose the Confidential Information to any person or entity

These obligations survive termination or revocation of access.

## 6. No License or Ownership Transfer

All Confidential Information remains the sole and exclusive property of the Disclosing Party.

This Agreement does not grant any license, ownership interest, commercial right, or derivative right, whether express or implied.

## 7. Access Limitations and Revocation

Access provided under this Agreement:

Is limited, temporary, and revocable at any time

- May be restricted by availability, capacity, or policy
- Does not guarantee access to future materials
- Additional agreements may be required for purchases, services, or further access.

## 8. Term

This Agreement remains in effect until:

- The Confidential Information becomes publicly available through authorized release, or
- Access is revoked by the Disclosing Party

All confidentiality and non-use obligations survive indefinitely.

## 9. Remedies

The Receiving Party agrees that any breach of this Agreement may entitle the Disclosing Party to injunctive relief, in addition to any other remedies available at law or equity.

## 10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the applicable jurisdiction of the Disclosing Party.

## 11. Acceptance

By submitting the acceptance form and verifying their email address, the Receiving Party acknowledges that they have read, understood, and agree to be legally bound by the terms of this Agreement.

Accept