Non-Disclosure and Confidentiality Terms

IMAGEN, Inc.

Effective Date / Revision: August 21, 2025 (Version 1.0)

1. Purpose

These Non-Disclosure and Confidentiality Terms (“Agreement”) protect the confidential information, intellectual property, and brand integrity of IMAGEN, Inc., a California corporation located in Glendora, CA (“IMAGEN”) and its clients. By accepting any Purchase Order (“PO”) issued by IMAGEN, the vendor, supplier, or service provider (“Vendor”) agrees to be bound by these terms.

2. Definition of Confidential Information

“Confidential Information” includes, without limitation:

  • Non-public information relating to IMAGEN or its clients, including business strategies, marketing and promotional plans, and campaign strategies.

  • Information regarding new products, services, campaigns, promotions, test markets, or unreleased creative content (“Secret Launches”).

  • Any names, brands, logos, trade dress, likenesses, characters, taglines, or other intellectual property (“Brand Assets”).

  • Any production materials, prototypes, mockups, designs, specifications, data, photos, videos, or other materials provided by IMAGEN or its clients.

3. Restrictions on Use and Disclosure

Vendor agrees to:

  • Use Confidential Information solely for the purpose of fulfilling obligations under an IMAGEN PO.

  • Not disclose Confidential Information to any third party without IMAGEN’s prior written consent.

  • Not copy, reproduce, or create derivative works of Confidential Information except as required to perform contracted services.

  • Not use or display any Brand Assets, Confidential Information, or project-related work in Vendor’s own marketing materials, portfolio, case studies, proposals, website, social media, press releases, award submissions, or other collateral without IMAGEN’s prior written approval.

  • Not post, publish, photograph, film, or otherwise share any behind-the-scenes content, event imagery, or campaign details relating to IMAGEN or its clients without express authorization.

4. Term of Obligations

Vendor’s confidentiality obligations begin upon acceptance of an IMAGEN PO and continue for:

  • Three (3) years following completion of services; and

  • Indefinitely with respect to trade secrets, Secret Launches, and Brand Assets not publicly released by IMAGEN or its clients.

5. Ownership of Materials

All Confidential Information and Brand Assets remain the exclusive property of IMAGEN or its clients. Vendor acquires no rights, licenses, or interests in such materials, except as necessary to perform under the PO. Upon request, Vendor shall promptly return or securely destroy all Confidential Information.

6. Remedies

Vendor acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm to IMAGEN and/or its clients, for which monetary damages may be inadequate. IMAGEN shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or equity, without the requirement of posting bond.

7. Governing Law

This Agreement shall be governed by and construed under the laws of the State of California, without regard to conflicts of law. Any disputes shall be brought exclusively in the state or federal courts located in Los Angeles County, California.

8. Incorporation into Purchase Orders

These Non-Disclosure and Confidentiality Terms are incorporated by reference into all IMAGEN Purchase Orders. Vendor’s acceptance of a PO constitutes acceptance of these terms.

Revision History

  • Version 1.0 – Effective August 21, 2025 (Initial release)

Contact infromation : admin@imagenagency.com