CONFIDENTIALITY AGREEMENT

CONFIDENTIALITY AGREEMENT

I am willing to participate in the production, presentation or exhibition of PPS Client (the “Production Shoot”). In exchange for my being selected to work on security assignments, I agree as follows:

  1. I shall keep in strictest confidence and shall not disclose to any participant or other third party at any time (i.e., prior to, during, or after the taping or exhibition of any episode of the Production) any information or materials of any kind, including, without limitation, any information or materials concerning or relating to PPS Client (“Production Shoot”), Private Protective Services Inc. and clients exhibited by clients (including, without limitation, any information concerning or relating to the Program, the Program participants, the events contained in the Program or the outcome of any episode of the Program) that I read, hear or otherwise acquire or learn in connection with or as a result of my performing services related to the Program (collectively, the “Information and Materials”). I acknowledge and agree that the Information and Materials are confidential and the exclusive property of Producer, Production company or Network. During and after the time that I perform services with respect to the Program, I will not, directly or indirectly, divulge in any manner, or use or permit others to use any of the Information and Materials. My obligations with respect to confidentiality as set forth in this paragraph shall continue in perpetuity or until terminated by Network in writing. In no event shall I have the right to terminate my confidentiality obligations under this Confidentiality Agreement.
  2. I acknowledge that in the event I breach this Confidentiality Agreement, my breach will result in disciplinary action against me, up to and including the termination of my employment or the termination of my assignment to the Program. I further acknowledge that a breach by me of this Confidentiality Agreement would cause PRIVATE PROTECTIVE SERVICES INC, Producer, Production Company or Network irreparable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law, and, therefore, I hereby expressly agree that PRIVATE PROTECTIVE SERVICES INC, Producer, Production Company or Network shall be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach of this Confidentiality Agreement by me. I also recognize that proof of damages suffered by PRIVATE PROTECTIVE SERVICES INC, Producer, Production Company or Network in the event that I breach this Confidentiality Agreement will be costly, difficult, and inconvenient. Accordingly, to the maximum extent permitted by law and any applicable collective bargaining agreement, I agree to pay PRIVATE PROTECTIVE SERVICES INC, Producer, Production Company or Network the sum of One Million Dollars ($1,000,000.00) per breach plus disgorgement of any income that I may receive in connection with my breach as liquidated damages in the event I breach this Confidentiality Agreement prior to the initial exhibition of the final episode of the Program. I agree that One Million Dollars ($1,000,000.00) plus disgorgement of any income that I may receive in connection with my breach is a reasonable estimate of the amount of damages that PRIVATE PROTECTIVE SERVICES INC, Producer, Production Company or Network are likely to suffer in the event I breach this Confidentiality Agreement prior to the initial exhibition of the final episode of the Program, considering all of the circumstances existing as of the date of this Confidentiality Agreement. In addition, to the maximum extent permitted by law and any applicable collective bargaining agreement, I agree to pay PRIVATE PROTECTIVE SERVICES INC, Producer, Production Company or Network the sum of One Hundred Thousand Dollars ($100,000.00) per breach plus disgorgement of any income that results from my breach as liquidated damages in the event I breach this Confidentiality Agreement after the initial exhibition of the final episode of the Program. I agree that One Hundred Thousand Dollars ($100,000.00) plus disgorgement of any income that I may receive in connection with my breach is a reasonable estimate of the amount of damages PRIVATE PROTECTIVE SERVICES INC, Producer, Production Company or Network are likely to suffer in the event I breach this Confidentiality Agreement after the initial exhibition of the final episode of the Program, considering all of the circumstances existing as of the date of this Confidentiality Agreement. Furthermore, I will defend, indemnify and hold harmless Producer, Production company or Network, their parent, subsidiary and affiliated companies, and each of their respective officers, directors, agents, representatives and employees, from any and all claims, actions, damages, liabilities, losses, costs and expenses (including, without limitation, attorneys' fees) that in any way arise out of or result from my breach of this Confidentiality Agreement.