Publish Date: 12-4-2022 (applies to all material and process work after publishing date).
This Nondisclosure Agreement (this "Agreement") is made effective as of _______________ (the "Effective Date"), by and between Incarna Gaming Network™ LLC (the "Material Owner"), of Sedro-Woolley, Washington (U.S.A.) and __________________ (the "Recipient"), of ____[city]____, ____[state/province]____ (__[country]__).
The Material Owner develops and promotes a game company and external support community.
The Recipient is ____[class: artists, etc.]____ ____[role: developer, tester, etc.]____.
The Material Owner has requested that the Recipient will protect the confidential material and information which may be disclosed between the Material Owner and the Recipient. Therefore, the parties agree as follows.
The term "Confidential Information" means any information or material which is proprietary to the Material Owner, whether or not owned or developed by the Material Owner, which is not generally known other than by the Material Owner, and which the Recipient may obtain through any direct or indirect contact with the Material Owner.
The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Material Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Material Owner which provides the Material Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Material Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Material Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.
Upon the written request of the Material Owner, the Recipient shall return to the Material Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Material Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request.
Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.
The Recipient acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE MATERIAL OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A particular PURPOSE. IN NO EVENT SHALL THE MATERIAL OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Material Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Material Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Material Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
The Material Owner may notify any future or prospective employer of the Recipient or third party of the existence of this agreement, and shall be entitled to full injunctive relief for any breach.
This agreement shall be binding upon me and my personal representatives and successors in interest, and shall inure to the benefit of the Material Owner, its successors and assigns.
Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs.
This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Washington. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
Incarna Gaming Network™ LLC
Kelly J Berger