Mutual Non-Disclosure Agreement

DRAFT — review with counsel before use. This template covers confidential information shared between Orcha Collective ("Orcha") and a person given operator or partner access ("you"). It is not legal advice. The binding terms are the version executed with Orcha; e-signing here records your acceptance of this draft.

1. What's confidential

"Confidential Information" is non-public information either side shares with the other, in any form, including: artist and buyer lists and contact details, unreleased music and metadata, pricing and split logic, revenue and payout figures, business plans, partner terms, security details, and anything a reasonable person would treat as confidential given how it was shared.

2. What isn't

Information is not confidential if it: was already public through no fault of yours; you already knew without a duty of confidence; a third party gave you rightfully and without restriction; or you develop independently without using the other side's Confidential Information.

3. Your obligations

You will: use Confidential Information only to do your work for Orcha; not disclose it to anyone outside Orcha without prior written permission; protect it with at least reasonable care; and not copy or remove it except as needed for that work. You will not use artist or buyer data to solicit them for anything outside Orcha.

4. Required disclosure

If law or a valid legal order compels disclosure, you may comply, but you will give Orcha prompt notice (where lawful) so it can seek protection, and disclose only what is required.

5. No license

Sharing Confidential Information grants no license or ownership. It stays the discloser's. Nothing here transfers any IP; the Operator Agreement and Roster Artist Agreement govern any work product and music rights.

6. Return

On request or when your access ends, you will return or destroy Confidential Information in your possession and confirm you have done so, keeping only what law requires you to retain.

7. Term

Confidentiality obligations start when access begins and continue for three years after your access ends. Trade secrets stay protected for as long as they remain trade secrets under law.

8. Remedies and general

A breach can cause harm that money alone can't fix, so Orcha may seek injunctive relief in addition to any other remedy. This draft is governed by the laws of the State of Georgia, USA, and is not final until executed.

By e-signing, you acknowledge you have read this draft and agree to keep Orcha's information confidential on these terms, pending the executed agreement.