This Non Disclosur Disclosure e agreement (“Agreement (“Agreement”) ”) is entered entered into between Scohine Ross(Promisor or me) and Charlie Sheen(“Sheen” or “you”)(col “you”)(collectiely lectiely the “!arties” or “we”)"
#n consideration $or the o!!ortunity to s!end time and associate with you% $or your agreement to $orego the right to resole dis!utes between &s" 'e$ore a ury o$ your !eers in a !ublic court !roceeding and in consideration o$ ur mutual agreement to resole any dis!utes between us by con*dential arbitration% arbitration % and $or other good and aluable consideration consideration the recei!t and su+ciency o$ which are herby ac,nowledged% ac,nowledged% we agree as $ollows-
." Con*dentiality bligation .". Defnition o confdential inormation- “Con*dential in$ormation” means all o$ the $ollowing whether intangible intangible or embodied or de!icted intangible $orm% including without limitation% documents% emails% “instant messages%” te/t messages contracts% corres!ondence corres!ondence ta/es% ta!es% cd0roms% &S' 1ash dries S#2 card% !hotogra!hs% !hotogra!hs% negaties% negaties% moing or still images% images% audio or ideo recordings% magnetic or electronic date% digital recordings% and any other $ormat o$ embodying in$ormation in$ormation or data.".". Priate and and con*dential con*dential in$ormation in$ormation which is not generally ,nown to the !ublic or readily ascertainable ascertainable by !ro!er means by others and is subect to reasonable e3orts to maintain its secrecy !ertaining to Sheen% his children% his $amily members% $riends% and business associates% and their a+liated entities% and all o$ their o+cers% directors% agents% em!loyees% e/ecuties% and re!resentaties( all collectiely “related !arties”)4 and ."."5 The e/istence e/istence and substance substance o$ any any erbal or written written communications communications interactions% interactions% meetings% encounters% contacts% *nancial transactions transactions and relationshi!s between or among 2e and 6ou and(or any o$ the related !arties% including including descri!tions descri!tions o$ their content substance substance or meaning% the $act that they occurred% and the identities o$ the !artici!ants% whether truth$ul or *ctionali7ed4 ."."8 Sheen9s or or any Related Related Parties9 Parties9 business business matters !ro!rietary !ro!rietary business in$ormation% in$ormation% *nancial matters% legal matters% contractual matters% !ersonal matters% !riate residence locations% unlisted tele!hone numbers% !riate email addresses% addresses% security alarm codes% calendars% household actiities and guests health and medical in$ormation% in$ormation% *tness% se/ual matters% leisure leisure actiities% li$estyle% !rocliities !rocliities%% customs% and !riate conduct4 and .".": .".": This This agreem agreement ent and and its term terms" s"
."5 Agreement not to disclose “confdential inormation ” # will not directly or indirectly disclose “con*dential in$ormation” to any !erson or entity whatsoeer% including% but not limited to $riends% $amily members% ournalists% media organi7ations% news!a!ers% maga7ines% tabloids% teleision !rograms% radio !rograms% blogs% internet social networ,s(e"g" ;ace'oo,% 2yS!ace% Twitter% ect)% internet serice !roiders% !ublishers% and databases (collectiely “third !arties”)" 2y agreement not to disclose con*dential in$ormation a!!lies to all con*dential in$ormation% whether truth$ul% *ctionali7ed% on the record or “o3 the record"” 1.3 No participation in books or articles, without your adance e/!ress written consent # will not gie or !artici!ate in any interiews% write% or be a source $or any articles% boo,s% !rograms% or stories about 6ou or the related !arties"
or li,eness and>or identity(collectiely%”name and li,eliness”) to !romote% adertise mar,et any serices or !roducts o$ any ,ind or nature without your adance written consent" . !ermitted disclosures, responding to subpoenas, ect. # may disclose con*dential in$ormational in con$erence to my attorney as re?uired $or me rendition o$ their !ro$essional serices% or as i$ otherwise re?uired by law" #$ # am com!elled to disclose con*dential !ursuant to alid legal !rocess(e"g" subonea)% # shall *rst !roided you with reasonable adance written notice be$ore ma,ing any such disclosure" # will not olunteer to disclose con*dential
in$ormational% con*dential in$ormational shall continue to be subect to this agreement een i$ it is wrong$ully disclosed by me or by third !arties" 3. Remedies or m" breac#: i$ # breach this agreement or threatened to do so( e"g" conduct by me re1ecting an intention to breach the agreement% # will be libel to you $or all resulting damages% including but not limited to all o$ the $ollowing all o$ which shall be cumulatie% to be sought !ursuant to this agreement9s arbitration !rocedures"
$i%uidated Damages 2y actual or threatened breach shall cause 8". you substantial damages and inury% the !recise o$ amount o$ which would be e/tremely di+cult or impartible&'( to determine een a$ter we hae made a reasonable attem!t to do so" # there$ore agree that in addition to your other remedies # will be obligated to !ay you thee sum o$ .@@%@@@ as a reasonable and $air amount o$ li?uidated damages to com!ensate you $or loss or damage $rom actual or threatened breach"
with Cali$ornia Code o$ Ciil Procedure E.5F8"@= et sea and written discoery re?uests and discoery results shall be con*dential in$ormation" her $actual and legal reasoning" The !reailing !arty may see, to hae the arbitrator9s award entered as a udgment in any court o$ com!etent urisdiction" #$ the !reailing !arty *les !etition to con*rm the arbitrator9s award and>or i$ any !arty see,s to acate an award% any documents containing con*dential in$ormation *led with any court shall be *led under seal to the greatest e/tent !ermitted by law in order to maintain con*dentiality o$ con*dential in$ormation" 'y agreeing to arbitration we are giing u! any rights
:" +iscellaneous # ac,nowledge and agree that you hae not made any !romises or inducements to !ersuade me to e/ecute this agreement other than the e/!ress terms it contains" This agreement constitutes our entire agreement !ertaining to its subect matter% and there are no terms other than those it contains" No su!!lement modi*cation% waier% or termination o$ this agreement shall be deemed alid unless e/ecuted by &s in writing a$ter the date here o$" This agreement insures to the bene*t o$ and is binding u!on us and our res!ectie heirs% re!resentaties% e/ecutors% administrators% successors% trustees in ban,ru!tcy and assigns" #$ any !roision is inalid or unen$orceable the remainder will continue to be alid and !er$ormed% construed% and en$orced% to the $ullest e/tent !ermitted by law% in accordance with our intent as determined $rom the $ace o$ this agreement" No breach can be waied unless in writing"
en$orced in accordance with Cali$ornia law" #$ any !roceeding is brought to en$orce or inter!ret this agreement or the rights or obligations o$ any !arty including reliance on this agreement as an a+rmatie de$ense the !reailing !arty shall be entitled to recoer as an element o$ such !arty9s costs o$ suit and not as damages all hae receied a co!y o$ this agreement are entering into $reely and oluntarily% and hae either consulted with legal counsel be$ore signing it or had the o!!ortunity to do so but decided not to" This agreement may be e/ecuted with one or more se!arate counter!arts each o$ which so e/ecuted together constitute and be one and the same instrument" A $a/% electronic and> or scanned PD; signature or other co!y o$ a signed counter!art shall be deemed an original and hae the same $orce and e3ect as a signed original" &nderstood and agreed ..>. [email protected]
