Terms And Agreements
Darkflame Studios by Mike Richard www.CreativePortfolioProductions.com
Please carefully read and understand all of the following conditions of Darkflame Studios participation.
Confidential Disclosure Agreement 02
This Confidentiality Agreement (“Agreement”) is made
between:
Recipient:
_________________________________________________________
Place of business:
_________________________________________________________
_________________________________________________________
_________________________________________________________
AND
Discloser:
_________________________________________________________
Address:
_________________________________________________________
_________________________________________________________
_________________________________________________________
It is understood and agreed to that the Discloser and the
Recipient would like to exchange certain information that may be
considered confidential. To ensure the protection of such
information and in consideration of the agreement to exchange
said information, the parties agree as follows:
1. The confidential information to be disclosed by Discloser
under this Agreement (“Confidential Information”) can
be described as and includes:
Technical and business information relating to Discloser’s
proprietary ideas, patentable ideas copyrights and/or trade
secrets, existing and/or contemplated products and services,
software, schematics, research and development, production,
costs, profit and margin information, finances and financial
projections, customers, clients, marketing, and current or future
business plans and models, regardless of whether such information
is designated as “Confidential Information” at the time
of its disclosure.
In addition to the above, Confidential Information shall also
include, and the Recipient shall have a duty to protect, other
confidential and/or sensitive information which is (a) disclosed
by Discloser in writing and marked as confidential (or with other
similar designation) at the time of disclosure; and/or (b)
disclosed by Discloser in any other manner and identified as
confidential at the time of disclosure and is also summarized and
designated as confidential in a written memorandum delivered to
Recipient within thirty (30) days of the disclosure.
Recipient shall use the Confidential Information only for the
purpose of evaluating potential business and investment
relationships with Discloser.
3. Recipient shall limit disclosure of Confidential Information
within its own organization to its directors, officers, partners,
members and/or employees having a need to know and shall not
disclose Confidential Information to any third party (whether an
individual, corporation, or other entity) without the prior
written consent of Discloser. Recipient shall have satisfied its
obligations under this paragraph if it takes affirmative measures
to ensure compliance with these confidentiality obligations by
its employees, agents, consultants and others who are permitted
access to or use of the Confidential Information.
4. This Agreement imposes no obligation upon Recipient with
respect to any Confidential Information (a) that was in
Recipient’s possession before receipt from Discloser; (b) is
or becomes a matter of public knowledge through no fault of
Recipient; (c) is rightfully received by Recipient from a third
party not owing a duty of confidentiality to the Discloser; (d)
is disclosed without a duty of confidentiality to a third party
by, or with the authorization of, Discloser; or (e) is
independently developed by Recipient.
5. Discloser warrants that he/she has the right to make the
disclosures under this Agreement.
6. This Agreement shall not be construed as creating, conveying,
transferring, granting or conferring upon the Recipient any
rights, license or authority in or to the information exchanged,
except the limited right to use Confidential Information
specified in paragraph 2. Furthermore and specifically, no
license or conveyance of any intellectual property rights is
granted or implied by this Agreement.
7. Neither party has an obligation under this Agreement to
purchase any service, goods, or intangibles from the other party.
Discloser may, at its sole discretion, using its own information,
offer such products and/or services for sale and modify them or
discontinue sale at any time. Furthermore, both parties
acknowledge and agree that the exchange of information under this
Agreement shall not commit or bind either party to any present or
future contractual relationship (except as specifically stated
herein), nor shall the exchange of information be construed as an
inducement to act or not to act in any given manner.
8. Neither party shall be liable to the other in any manner
whatsoever for any decisions, obligations, costs or expenses
incurred, changes in business practices, plans, organization,
products, services, or otherwise, based on either party’s
decision to use or rely on any information exchanged under this
Agreement.
9. If there is a breach or threatened breach of any provision of
this Agreement, it is agreed and understood that Discloser shall
have no adequate remedy in money or other damages and accordingly
shall be entitled to injunctive relief; provided however, no
specification in this Agreement of any particular remedy shall be
construed as a waiver or prohibition of any other remedies in the
event of a breach or threatened breach of this Agreement.
10. This Agreement states the entire agreement between the
parties concerning the disclosure of Confidential Information and
supersedes any prior agreements, understandings, or
representations with respect thereto. Any addition or
modification to this Agreement must be made in writing and signed
by authorized representatives of both parties. This Agreement is
made under and shall be construed according to the laws of the
State of __________, U.S.A. In the event that this agreement, is
breached, any and all disputes must be settled in a court of
competent jurisdiction in the State of Florida.
11. If any of the provisions of this Agreement are found to be
unenforceable, the remainder shall be enforced as fully as
possible and the unenforceable provision(s) shall be deemed
modified to the limited extent required to permit enforcement of
the Agreement as a whole.
WHEREFORE, the parties acknowledge that they have read and
understand this Agreement and voluntarily accept the duties and
obligations set forth herein.
Discloser
Name:
________________________________________________________________
Signature:
________________________________________________________________
Date:
________________________________________________________________
Recipient’s Duly Authorized Representative
Name:
________________________________________________________________
Title:
________________________________________________________________
Signature:
________________________________________________________________
Date:
________________________________________________________________