OnBrand Media, Inc., and Lisa Jones began negotiations with Codex Consulting, Inc., and Open Systems, Inc. “OSI”, to form a joint venture agreement for the development of a software program that they would market to a specific company. After the negotiations were ultimately unsuccessful, OnBrand and Jones filed suit against Codex and OSI, alleging multiple claims, including, inter alia, breach of contractual duty of good faith and fair dealing and breach of confidentiality. OnBrand and Jones appeal the grant of summary judgment to Codex and OSI. Finding no error, we affirm. To prevail on a motion for summary judgment, the moving party must demonstrate that there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law. OCGA § 9-11-56 c. A de novo standard of review applies to an appeal from a grant of summary judgment, and we view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmovant.1 So viewed, the record shows that OSI provides technology services and software development to various companies, including Aflac Insurance, with whom it had entered into a Master Services Agreement for certain programming services. Jones, through her company, OnBrand, developed and produced a multimedia email software program called “EyeMail.” Jones introduced EyeMail to OSI in 2005, describing it as a marketing tool for sending out email messages with embedded audio, video, animated graphics, and flash applications to a list of recipients. OSI, OnBrand, and Jones then approached Aflac, pitching EyeMail as a tool for promoting Aflac insurance products to its suppliers. Although Aflac initially declined, it ultimately expressed an interest in using EyeMail as a sales tool for its sales force and requested a working prototype by January 2007.
In 2005 and 2006, the parties discussed forming a joint venture to pursue the EyeMail project with Aflac, and Jones proposed a specific joint venture agreement in November 2006. The parties, however, never signed such an agreement. During the negotiations, OSI realized that the EyeMail program would require a separate “portal” or web-based interface, and OSI approached Codex Consulting, which agreed to develop the portal in exchange for a share of the ultimate EyeMail subscription revenues. Before Jones and OnBrand would agree to disclose technical details regarding EyeMail, which Codex needed to understand in order to design the portal, they insisted that Codex and OSI sign non-disclosure agreements with OnBrand. Thus, Codex and OSI executed separate documents with OnBrand entitled “Information Exchange/Non-Disclosure Agreements” “NDAs” in October 2006.
