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.
Mutual Non-Disclosure Agreement 03
This Mutual Non-Disclosure Agreement (“Agreement”)
is made between the companies listed below, which may sometimes
hereinafter be referred to as “the parties”:
Party 1
Address
AND Party 2
Address
It is understood and agreed to that the parties 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 under this
Agreement (“Confidential Information”) can be described
as and includes:
Technical and business information relating to proprietary ideas,
patentable ideas and/or trade secrets, existing and/or
contemplated products and services, 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 parties shall have a duty to protect, other
confidential and/or sensitive information which is (a) disclosed
as such in writing and marked as confidential (or with other
similar designation) at the time of disclosure; and/or (b)
disclosed by 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 within thirty
(30) days of the disclosure.
The parties shall use the Confidential Information only for the
purpose of evaluating potential business, employment and/or
investment relationships.
3. The parties 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 prior written
consent. The parties shall satisfy 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 the parties with
respect to any Confidential Information (a) that was possessed
before receipt; (b) is or becomes a matter of public knowledge
through no fault of receiving party; (c) is rightfully received
from a third party not owing a duty of confidentiality; (d) is
disclosed without a duty of confidentiality to a third party by,
or with the authorization of the disclosing party; or (e) is
independently developed.
5. The parties warrant that they have the right to make the
disclosures under this Agreement.
6. This Agreement shall not be construed as creating, conveying,
transferring, granting or conferring upon either party 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.
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 the
non-breaching party 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 Delaware, 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 Delaware, U.S.A.
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.
Party 1
Name:
________________________________________________________________
Title:
________________________________________________________________
Signature:
________________________________________________________________
Date:
________________________________________________________________
Party 2
Name:
________________________________________________________________
Title:
________________________________________________________________
Signature:
________________________________________________________________
Date:
________________________________________________________________