MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the date of electronic acceptance ("Effective Date"), by and between:

CO\\OP Idaho Film Fund I, LP / DYG Show, LLC / CO-OP Creative LLC / CO\\OP Studios (collectively, the "Disclosing Party") and The Undersigned User/Entity ("Recipient").

1. PURPOSE

The parties wish to explore a potential business relationship, investment opportunity, or collaboration involving Private Equity (PE) structures, Film Intellectual Property (IP), production slates, and financial models (the "Transaction"). In connection with the Transaction, the Disclosing Party may share highly sensitive, proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means all non-public, proprietary, or confidential information, whether oral, visual, written, electronic, or in other tangible or intangible form, including but not limited to:

Film IP: Screenplays, treatments, lookbooks, production budgets, talent attachments, distribution strategies, and creative concepts.

Private Equity & Finance: Fund structures, cap tables, pro-forma financial statements, investor lists, deck materials, and internal valuations.
Business Operations: Marketing strategies, technical data, trade secrets, and third-party contractual obligations.

3. NON-USE AND NON-DISCLOSURE

The Recipient agrees:

To use the Confidential Information solely for the purpose of evaluating the Transaction.
To keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent.
To limit access to the Confidential Information to its employees or advisors who "need to know" and who are bound by confidentiality obligations no less restrictive than this Agreement.

4. OWNERSHIP OF INTELLECTUAL PROPERTY

Nothing in this Agreement grants the Recipient any license, title, or interest in the Confidential Information. The Disclosing Party retains all rights to its Film IP and financial models. The Recipient specifically agrees not to "circumvent" the Disclosing Party by using the information to pursue the same film projects or investment targets independently.

5. TERM AND TERMINATION

This Agreement shall remain in effect for a period of three (3) years from the Effective Date, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.

6. NO REPRESENTATION OR WARRANTY

The Disclosing Party provides all information "as is." While information is provided in good faith, the Disclosing Party makes no warranties regarding its accuracy or completeness for investment purposes.

7. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert Primary State, e.g., New York or Delaware], without regard to its conflict of law principles.

8. ELECTRONIC ACCEPTANCE

The parties agree that clicking "I Agree" or submitting a signup form containing this Agreement constitutes a legally binding electronic signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN).

BY CLICKING "SIGN UP" OR "I AGREE," YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS NDA.