Ladies and Gentlemen:
and or (“you”) and Urban TV Network Corp. (“we” or “us” or “URBT”) are entering into this letter agreement (this “Letter Agreement”) in connection with the parties’ consideration of a possible mutually negotiated transaction between the parties or one or more of the parties’ respective Affiliates (as defined below) involving the businesses operated by us which are collectively referred to as “Project Black” (such possible transaction, the “Potential Transaction”). In connection therewith, each party (in such capacity, the “Disclosing Party”) will provide the other party (in such capacity, the “Receiving Party”) access to certain financial and other information concerning the Disclosing Party and one or more of its Affiliates, which information, whether provided before, on or after the date of this Letter Agreement, whether written or oral, electronic or visual, and regardless of the manner or form in which it is provided, together with those portions of any notes, memoranda, summaries, analyses, compilations, forecasts, studies, interpretations or other documents prepared by the Receiving Party or its Representatives (as defined below) based on, containing, derived from or otherwise reflecting such information (collectively, “Evaluation Material”). The term “Evaluation Material” does not include information that (i) is or becomes generally available to the public other than (a) as a result of a disclosure, in violation of this Letter Agreement, by the Receiving Party or any of its Representatives or (b) in violation of a confidentiality obligation owed to the Disclosing Party or any of its Affiliates that is known (after reasonable investigation) to the Receiving Party or any of its Representatives, (ii) is or becomes available to the Receiving Party or any of its Representatives on a non-confidential basis from a source that is not known by the Receiving Party or any of its Representatives (after reasonable investigation) to be bound by any confidentiality obligation with respect thereto, (iii) was known to the Receiving Party prior to its disclosure or (iv) the Receiving Party can demonstrate was independently developed by the Receiving Party without the benefit of, reliance upon or reference to any Evaluation Material.
As used herein: (i) the term “Person” shall be broadly interpreted to include, without limitation, any corporation, company, partnership or other legal or business entity or any individual; (ii) the term “Representatives” means, with respect to a party, such party’s directors, officers, managers, employees, subsidiaries and representatives, including, but not limited to, its auditors, legal advisors, financial advisors, accountants and consultants (but, for clarity, with respect to the Receiving Party’s Representatives, only those individuals who directly or indirectly receive or obtain access to Evaluation Material or Transaction Information (as defined below) from the Receiving Party or on its behalf, or assist the Receiving Party in connection with the Potential Transaction); and (iii) the term “Affiliate” means, with respect to each party, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such party; provided that with respect to us, “Affiliate” means any Person that is controlled, directly or indirectly, by Urban TV Network Corp., where “control” and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
As a condition to such access to Evaluation Material, each party agrees as follows:
Please indicate your agreement with the foregoing by signing below.
Very truly yours,
Urban TV Network Corp.
Agreed to and accepted as of the date first set forth above:
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Signed by Joseph Collins
Signed On: May 5, 2023
If you have questions about the contents of this document, you can email the document owner.
Document Name: Urban TV Network Project Black NDA
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