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Investor – NDA

NONDISCLOSURE & NON‑CIRCUMVENTION AGREEMENT

This Investor Nondisclosure Agreement (“Agreement”) is entered into by and between Outlaw Entertainment Group, Inc., an Oklahoma corporation (“OEG”), and the prospective investor (“INVESTOR”). This agreement is managed, archived, and recorded by OEG subsidiaries in accordance with all federal and state rules and regulations. OEG and INVESTOR may be referred to collectively as the “Parties” and individually as a “Party.” OEG is a founder‑led entertainment holding company engaged in the development, production, publishing, metadata operations, festival management, and strategic growth of creator‑driven intellectual property. INVESTOR acknowledges that evaluating OEG’s business, financials, subsidiaries, and opportunities requires access to confidential, proprietary, and sensitive information.

1. Background & Purpose

A. The Parties wish to explore a potential investment, financing relationship, or other transaction of mutual interest under 506(b) and (c) of the Securities Exchange Commission. In connection with this evaluation, OEG may disclose certain confidential, proprietary, or trade secret information.

B. If an investment relationship is established, additional confidential information may be disclosed.

C. The Parties desire to protect all confidential, trade secret, proprietary, financial, strategic, and operational information disclosed under this Agreement.

D. The Parties agree to respect existing relationships and networks. INVESTOR shall not circumvent OEG, contact OEG partners, artists, vendors, or affiliates without prior written consent, nor enter relationships with individuals or entities introduced by OEG unless INVESTOR had a pre‑existing relationship prior to this Agreement.

2. Confidential Information

2.1 Definition

“Confidential Information” includes all non‑public information disclosed by OEG, whether before or after execution of this Agreement, including but not limited to:

  • business plans, financial statements, projections, capitalization tables
  • investor decks, pitch materials, strategic documents
  • intellectual property, inventions, improvements, metadata systems
  • festival operations, production plans, vendor lists, sponsor lists
  • customer, artist, partner, and supplier information
  • pricing, cost, margin, and revenue models
  • internal communications, agreements, and proprietary processes
  • any information marked confidential or reasonably understood to be confidential

Confidential Information includes written, oral, electronic, visual, or observed information.

2.2 Exclusions

Confidential Information does not include information that: (i) becomes public through no fault of INVESTOR; (ii) is independently obtained without restriction; (iii) is independently developed without reference to OEG’s Confidential Information.

2.3 Nondisclosure

INVESTOR shall not disclose Confidential Information without OEG’s written consent, except to Representatives with a legitimate need to know and who are bound by similar confidentiality obligations.

2.4 Degree of Care

INVESTOR shall use at least reasonable care to protect Confidential Information.

2.5 Restrictions on Use & Non‑Circumvention

INVESTOR shall not use Confidential Information for any purpose other than evaluating a potential investment or performing obligations under an investment relationship.

INVESTOR shall not:

  • compete with OEG using Confidential Information
  • circumvent OEG in any business opportunity
  • use Confidential Information to solicit artists, partners, vendors, or sponsors
  • use Confidential Information to create or support competing products, services, or events

2.6 Loss or Misuse

INVESTOR shall promptly notify OEG of any loss or misuse of Confidential Information.

2.7 Title & Return

All Confidential Information remains the property of OEG. Upon termination of discussions, INVESTOR shall return or destroy all Confidential Information upon OEG’s instruction.

2.8 Legal Process

If INVESTOR is compelled by legal process to disclose Confidential Information, INVESTOR shall immediately notify OEG and cooperate in seeking protective measures.

2.9 DTSA Notice

This Agreement includes the immunity provisions of 18 U.S.C. § 1833(b).

2.10 Representatives

INVESTOR is responsible for the acts and omissions of its Representatives.

3. Term

This Agreement begins on the date above and continues for two (2) years, automatically renewing for one‑year terms unless terminated with thirty (30) days’ written notice.

Confidentiality obligations:

  • Trade Secrets: perpetual
  • All other Confidential Information: five (5) years after termination

Sections 2 and 4–14 survive termination.

4. No Representation of Accuracy

OEG provides Confidential Information AS‑IS without warranty as to accuracy or completeness.

5. Non‑Solicitation

For thirty‑six (36) months after termination, INVESTOR shall not:

  • hire or attempt to hire OEG employees
  • solicit OEG customers, artists, vendors, or sponsors
  • encourage any party to reduce or terminate its relationship with OEG

6. Remedies

Unauthorized disclosure may cause irreparable harm. OEG may seek injunctive relief and specific performance. For material breaches causing irreparable damage, OEG may seek liquidated damages between $50,000 and $250,000.

7. Assignment

Neither Party may assign this Agreement without written consent, except in cases of reorganization, merger, or sale of substantially all assets.

8. Governing Law

This Agreement is governed by Oklahoma law. Venue is exclusively in Kay County, Oklahoma.

9. Severability

Invalid provisions do not affect the remainder of the Agreement.

10. Enforcement Costs

The prevailing Party in any action related to this Agreement is entitled to attorneys’ fees and costs.

11. Modification; Waiver

No oral modifications are valid. Failure to enforce a provision is not a waiver.

12. Execution

This Agreement may be executed electronically and in counterparts.

13. Export Controls

INVESTOR shall not export Confidential Information in violation of U.S. law.

14. No Obligation to Enter a Relationship

This Agreement does not obligate either Party to enter into any investment or business relationship.

15. Investor‑Specific Legal Disclaimer

INVESTOR acknowledges and agrees:

  • This Agreement does not constitute an offer to sell securities.
  • Any investment opportunity is subject to separate, formal offering documents.
  • Forward‑looking statements are not guarantees of future performance.
  • All investment decisions must be made independently and at INVESTOR’s sole risk.
  • OEG is not liable for any reliance on projections, estimates, or strategic assumptions.