Up Week 7 Homework NDA Do's and Don'ts Sample Mutual NDA
 

Game Project Management

Sample Mutual Non-Disclosure Agreement

 

 

SAMPLE [1]

THIRD PARTY CONFIDENTIALITY AGREEMENT

 

         The undersigned parties each request that they be given access to certain Confidential Information that constitutes the proprietary property of the other party, solely for the limited purpose of evaluating same, and in order to induce each party to disclose such Confidential Information, both parties agree that they will be bound by the following terms and conditions:

 

            1. CONFIDENTIAL INFORMATION

 

          The term "Confidential Information" means all information relating to __________________________________________________________________ that is disclosed to a receiving party (the “Disclosee”) by the other party (the “Disclosor”) either orally or in a tangible form, including but not limited to inventions, discoveries, processes, and know-how; computer software code, designs, routines, algorithms, and structures; product information; research and development information; information relating to actual and potential customers; financial data and information; business plans; marketing materials and strategies; and any other information regarding the foregoing that Disclosor provides to the Disclosee hereunder.  Failure to include a confidentiality notice on any materials disclosed to the Disclosee shall not give rise to an inference that the information disclosed is not confidential.

 

         Confidential Information shall not include information that the Disclosee can establish (i) is generally known to the public (other than as a result of a breach of this Agreement); (ii) has been or is independently developed by the Disclosee ; (iii) was lawfully obtained from a third party; or (iv) is later published or generally disclosed to the public by the Disclosor. 

 

            2. PROTECTION AND USE OF CONFIDENTIAL INFORMATION.

 

                        (a) Limited Use.  The Disclosee agrees to use the Confidential Information only for the limited time specified herein and solely for the purpose of evaluating  _________ in order to determine whether to __________________. The Disclosee shall have no right to use the Confidential Information for any purpose, including but not limited to personal use, product development or commercial purposes without first obtaining a written license thereto from the Disclosor.

 

                        (b) Protection. The Disclosee hereby agrees to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of the Disclosor, and will not, at any time without the express written permission of the Disclosor, disclose the Confidential Information directly or indirectly to any third person, excepting employees of the Disclosee  who have expressly agreed in writing to be bound by the terms of this Agreement.

 

                        (c) Term of Obligation.  The Disclosee's obligations with respect to the Confidential Information shall continue for the shorter of ______ (__) years from the date of its receipt of the Confidential Information, or until such information is subject to one of the exclusions set forth above.

 

                        (d) Equitable Relief. The Disclosee hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to The Disclosor that  may be difficult to ascertain.  Accordingly, the Disclosee  agrees that the Disclosor will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Agreement in addition to any other rights and remedies it may have.

 

            3. RETURN OF CONFIDENTIAL INFORMATION. 

 

         The Disclosee acknowledges that its limited right to evaluate the Confidential Information shall expire _______________________, and agrees that all Confidential Information in a tangible form, including all copies thereof, will be returned to the Disclosor at that time, or at such earlier time as the Disclosor may request.  At such time, the Disclosee also agrees to completely erase and destroy all copies of all portions of any software comprising the Confidential Information in its possession or under its responsibility which may have been loaded onto the Disclosee's computers.

 

            4. DISCLAIMERS. 

 

         This Agreement does not require the Disclosor to disclose any Confidential Information.  All Confidential Information disclosed by the Disclosor is disclosed on an "AS IS" basis.  The Disclosor will not be liable for any damages arising out of use of the Confidential Information, and the use of such Information is at the Disclosee's own risk.  Neither this Agreement nor the disclosure of any Confidential Information grants the Disclosee any license under any patents, copyrights, or trade secrets.
 

            5. ENTIRE AGREEMENT AND GOVERNING LAW

 

         This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information.  This Agreement may not be assigned or amended except by a written instrument signed by authorized representatives of both parties.  This Agreement shall be governed by and construed in accordance with the laws of the State of ________ covering agreements made and to be performed in that State, except for that body of laws relating to conflicts of laws.

 

 

 

__________________________                  ______________________________

Firm Name                                                            Authorized Signature

 

__________________________                  ______________________________

Address                                                                 Type or Print Name

 

__________________________                  ______________________________

City          State          Zip                                  Title

 

__________________________                  ______________________________

Telephone Number                                          Date

 

 

 

 

 

__________________________                  ______________________________

Firm Name                                                            Authorized Signature

 

__________________________                  ______________________________

Address                                                                 Type or Print Name

 

__________________________                  ______________________________

City          State          Zip                                  Title

 

__________________________                  ______________________________

Telephone Number                                          Date

 

 

[1] This contract is an example of the way a Confidentiality Agreement might be structured, and the types of provisions that might be included in such an agreement. It is not intended to be used as a form, however, since the structure and content of each contract must be tailored to meet the needs of the situation in which it is to be used, and the law of the jurisdiction that will govern the transaction. 

 

 

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