NDA for IGN™ 09/01/2017

Publish Date: 09-01-2017 (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 Seattle, Washington and _______________ (the "Recipient"), of _______________, _______________.

The Material Owner develops and promotes a game company and external support community.
The Recipient is _______________ _______________.
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.

  1. Confidential Information

    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.

    1. "Confidential Information" includes without limitation:
      • business records and plans;
      • customer lists and records;
      • pricing data structure (including discounts and costs);
      • sources of supply;
      • financial statements marketing;
      • production and products;
      • merchandising systems and plans;
      • trade secrets;
      • methods;
      • processes;
      • formulae;
      • compositions;
      • systems;
      • techniques;
      • inventions;
      • machines;
      • computers programs and listings;
      • research projects;
      • product design information;
      • source code and/or object code;
      • copyrights and other intellectual property; and
      • other proprietary information.
    2. "Confidential Information" does not include:
      • matters of public knowledge that result from disclosure by the Material Owner;
      • information rightfully received by the Recipient from a third party without a duty of confidentiality;
      • information independently developed by the Recipient;
      • information disclosed by operation of law;
      • information disclosed by the Recipient with the prior written consent of the Material Owner; and
      • any other information that both parties agree in writing is not confidential.
  2. Protection of Confidential Information

    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:

    1. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Material Owner.
    2. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Material Owner.
    3. Unauthorized Use. The Recipient shall promptly advise the Material Owner if the Material Owner becomes of aware of any possible unauthorized disclosure or use of the Confidential Information.
    4. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a nondisclosure agreement substantially the same as this Agreement at the request of the Material Owner.
  3. Unauthorized Disclosure of Information – Injunction.

    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.

  4. Return of Confidential Information.

    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.

  5. Relationship of Parties.

    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.

  6. No Warranty.

    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.

  7. Limited License to Use. The

    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.

  8. Notification of Other Parties.

    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.

  9. Perpetuity of Agreement.

    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.

  10. Indemnity.

    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.

  11. Attorney Fees.

    In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees and costs.

  12. General Provisions.

    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.

Material Owner:

Incarna Gaming Network LLC

By: _____________________

Kelly J Berger




Received By: