Legal Issues

If you are interested in our service, we will send you the following non-disclosure agreement with our signature. You will enter your screenplay idea into the space provided below and send it back to us. We can then continue with our services and you'll have the satisfaction of knowing your idea will not be used by us.

_____ ___, 2000

TO: _________________________ ("Client")

Re: Secrecy/Non-Use Agreement

Proposed Screenplay Idea:

(hereinafter referred to as "Confidential Information")

Ladies and Gentlemen:

In connection with the Confidential Information disclosed by Client to SilverSky, L.L.C., a New Jersey limited liability company transacting as Ghostscribes (the "Company"), the Company has requested that the Client provide it with the Confidential Information as set forth above in connection with a proposed business relationship.

The Company acknowledges and agrees that the Confidential Information is confidential, proprietary and sensitive property of the Client, to which the Company has no rights or interest except as expressly provided herein. The Client is delivering to the Company the Confidential Information to assess a potential business relationship. The Confidential Information would not be disclosed but for the protections afforded hereby.

In consideration of the Client furnishing the Company with the Confidential Information for review as herein provided and other good and valuable consideration, the Company hereby agrees as follows:

1. The Company, understanding that the Confidential Information is the exclusive property of the Client to which the Company has no right, agrees to: (a) hold the Confidential Information in strict confidence as a fiduciary and take all reasonable precautions to protect the confidentiality and proprietary nature of the Confidential Information, including, without limitation, limiting access to the Confidential Information to its employees, consultants and representatives who need to know and who are advised of the restrictions hereof, and taking such other precautions as the Company employs with respect to its most confidential materials; (b) not divulge the Confidential Information to any third person without the prior written approval of Client; (c ) not make any use whatsoever at any time of the Confidential Information; and (d) not copy, apply, reduce to practice or employ in any of the Company’s activities any of the Confidential Information. The Client will cause any person to whom it discloses Confidential Information to comply herewith.

2. The restrictions contained in clauses (a) and (b) of paragraph 1 shall not apply to any Confidential Information which: (a) generally is known to the public at the time of disclosure to the Company; (b) thereafter becomes generally known to the public through no fault of the Company; (c) is in the possession of the Company by way of a third party as demonstrated by its written records; or (d) must be disclosed pursuant to an order of a court of competent jurisdiction after the Client has been given the opportunity to object thereto. All obligations and restrictions under this Agreement respecting the use and/or disclosure of Confidential Information shall expire one year from the date hereof.

3. Upon request of the Client, the Company agrees to turn over to the Client the Confidential Information and any and all summaries, notes, memoranda, abstracts, analyses or other written discussions of the Confidential Information. The prohibition contained in paragraph 1 hereof shall apply to all residual knowledge of the Company and its employees related to the Confidential Information, except as described in paragraph 2 above.

4. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement may otherwise remain in full force and effect and the intent of the parties as reflected herein maintained.

5. This Agreement shall be governed by the laws of the State of New Jersey without regard to conflict of laws provisions and the Client hereby agrees to the exclusive jurisdiction of the federal and state courts of the State of New Jersey to resolve any dispute hereunder.

6. This Agreement constitutes the entire agreement between the parties with respect to the confidential treatment of the Confidential Information and supersedes all prior discussions and writings in relation thereto.

7. The parties acknowledge that neither party is the agent of the other and neither is authorized to act for the other.

8. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay in enforcing any right will be deemed a waiver.

Please sign the enclosed copy of this letter to evidence your agreement to the foregoing.

SilverSky, L.L.C.

By:__________________________________

Name:

Title:

ACCEPTED AND AGREED TO:

CLIENT:______________________________

By:__________________________________

Name:

Title:

Address:_____________________________

____________________________________

Date:_______________________________

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E-mail: info@ghostscribes.com