CONFIDENTIAL NONDISCLOSURE AGREEMENT (the “Agreement”), entered into as this date, between Dinosaur Victrola, LLC (“Discloser”), a Delaware Series Limited Liability Company, and the above named individual (“Recipient”), located at the above address.

RECITALS

WHEREAS, Discloser has written a script and related literary and promotional material (collectively “Material”) for a possible future musical theatrical production featuring certain musical compositions written by John Fogerty and recorded by the musical group Creedence Clearwater Revival and other musical compositions recorded by various musical artists during the same era, currently titled Lodi (the “Project”).

WHEREAS, Discloser deems all of the Material confidential and has taken steps to protect its confidentiality;

WHEREAS, Recipient is in the business of producing theatrical productions and/or providing financial and/or other support connected with the production of theatrical productions and wishes to review the Material;

WHEREAS, Discloser agrees to permit Recipient to review the Material for the sole purpose of determining Recipient’s interest in producing and/or providing financial and/or other support to Discloser concerning the Project (Recipient’s “Participation”); and

WHEREAS, in exchange for Recipient’s opportunity to review the Material in consideration of Recipient’s potential participation in the Project, Recipient agrees not to disclose and to maintain the confidentiality of the Material, as provided in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the preceding recitals (incorporated herein by reference and made part of this Agreement) and the mutual covenants set forth in this Agreement and other valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:

1. DISCLOSURE; CONFIDENTIALITY.

Discloser shall disclose the Material to Recipient solely to allow Recipient to evaluate Recipient’s interest in Participating in the Project. Recipient agrees to accept the disclosure of the Material and to exercise the same degree of care to maintain the Material as secret and confidential as is employed by Recipient to preserve and safeguard its own confidential, proprietary material. As consideration and in return for the disclosure of the Material, Recipient shall keep secret and hold in confidence all disclosed Material and treat such Material as if it were Recipient’s own confidential, proprietary property by not disclosing it to any person or entity.

(a) All Material disclosed by Discloser to Recipient, in writing, whether or not such Material is also disclosed orally, that relates or refers, directly or indirectly, to the Project shall be deemed confidential and shall constitute confidential Material, and shall include all documents generated by Recipient that contain, comment upon, or relate in any way to any Material received from Discloser, together with any Material derived by Recipient therefrom.

(b) Confidential Material shall not include any Material:

(i) that Recipient can show by documentary evidence was known to Recipient or before the date of its Discloser to Recipient by Discloser;

(ii) that becomes publicly known, by publication or otherwise, not due to any unauthorized act or omission of Recipient or any other party having obligation of confidentiality to Discloser;

(iii) that is subsequently disclosed by Discloser to any person, firm, or other entity on a non-confidential basis; or

(iv) that Recipient can conclusively show by documentary evidence that such Material was developed independent of any access to the Confidential Material.

(c) Recipient shall not disclose or reveal to anyone except Recipient’s employees and/or agents (collectively “Agents”) who have a legitimate need to know the Material in connection with Recipient’s evaluation of the Material and who have entered into a nondisclosure agreement with Recipient, under which such Agents are required to keep the Material confidential, and such Agents shall be advised by Recipient of the confidential nature of the Material and that the Material shall be treated accordingly. Recipient understands and agrees that unauthorized disclosure of the Material, in whole or in part, by Recipient or Recipient’s Agents to other parties would irreparably damage Discloser and that Recipient shall be liable for any improper disclosure of Material by Recipient or its Agents.

2. INJUNCTIVE RELIEF.

Recipient acknowledges and agrees that any breach or threatened breach of this Agreement by Recipient may cause irreparable harm to Discloser for which monetary damages would not be an adequate remedy. Therefore, in addition to any other remedies available at law or in equity, Discloser shall be entitled to seek injunctive relief, including temporary restraining orders and preliminary and permanent injunctions, to enforce this Agreement without the need to post a bond or other security. Recipient agrees that such injunctive relief shall be in addition to, and not in lieu of, any other rights or remedies that Discloser may have at law or in equity.

3. PURPOSE.

Recipient agrees that this disclosure is strictly for the purpose of Recipient’s evaluation to determine Recipient’s interest in Participating in the Project. Nothing in this Agreement shall be deemed a sale, license, or other grant of rights or an offer of the same of the Material, and nothing in this Agreement shall obligate Discloser to grant Recipient a license or any other rights, directly or by implication, estoppel, or otherwise to the Material or the Project, or otherwise engage in further discussions with Recipient regarding potential Participation in the Project.

4. LIMITATION ON USE.

Recipient shall not develop, produce, sell, deal in, or otherwise use, exploit, or appropriate the disclosed Material in any way, including, without limitation, adaptation, imitation, or modification. Nothing in this Agreement shall be deemed to confer upon Recipient any rights in or to the Material.

5. OWNERSHIP.

All Material is and shall remain the property of Discloser.

6. GOOD FAITH NEGOTIATIONS.

(a) If, based on Recipient’s evaluation of the Material, Recipient wishes to pursue Participation in the Project, Recipient shall enter into good faith negotiations to arrive at a mutually satisfactory written agreement for such purposes. This nondisclosure Agreement shall remain in force until and unless the parties enter into such an agreement.

(b) If Recipient determines that Recipient does not desire to Participate in the Project, then within three (3) months of receipt of the Material, Recipient shall, within five (5) business days after such determination, return all Material to Discloser, with all copies and/or derivatives of any Material and all writings generated by Recipient in connection with Recipient’s evaluation of the Material.

7. TERM.

(a) Subject to Section 7(c), this Agreement shall terminate six (6) months from the date of this Agreement, unless extended by the parties’ mutual written agreement.

(b) Notwithstanding Section 7(a), this Agreement may be terminated earlier by either party upon thirty (30) days written notice to the other party of an intention to terminate, and this Agreement shall terminate thirty (30) days after that or on such earlier date that the terminating party may specify in such notice

(c) Recipient’s obligations under Sections 1, 3, and 4 of this Agreement shall extend from the date of this Agreement and shall survive the timely or early termination of this Agreement.

8. MISCELLANEOUS.

(a) This Agreement sets forth the entire agreement between the parties and may not be amended or modified, except by a writing signed by all parties.

(b) This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors, and assigns.

(c) This Agreement shall be governed by the laws of the State of Delaware, without regard to applicable conflicts of law statutes, and any claim or dispute arising under this Agreement shall be resolved in the state or federal courts located in Delaware. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail and waive any jurisdictional or venue defenses otherwise available.

(d) If any provision of this Agreement is held invalid, illegal, or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

(e) The failure of Discloser to enforce any provision of this Agreement shall not be deemed a waiver of Discloser’s right to enforce such provision in the future or any other provision of this Agreement. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by Discloser. Any such waiver shall only apply to the specific instance and circumstance for which it was given and shall not be deemed a continuing waiver or a waiver of any other right or provision under this Agreement

(f) This Agreement may be executed by hand or electronically and in counterparts.

IN WITNESS WHEREOF, the parties have signed this Agreement to be effective as of the date first set forth above.

DINOSAUR VICTROLA, LLC By:

Jesse Nolan, Manager, 01-31-24

RECIPIENT By: