[Templates] NDA - Non Disclosure Agreement

[mdshare]

Having a NDA protects you legally as game developer, you can have alpha/beta testers, staff, third party programmers, artists sign one.

 

Modify to your own needs.

 

NON DISCLOSURE AGREEMENT

 

This Non-Disclosure Agreement (hereinafter "Agreement") by and between ____________________________residing at___________________________________________ (hereinafter_________) and _____________________________ residing at _________________________ ________________________________________(hereinafter_________), is entered into to provide for the confidentiality, protection and handling of Proprietary Information related to a browser game to be known as _______________________________________ for the purpose of examination, editing, playtesting, or consideration for publication (hereinafter "Purpose").

_______________and ______________are also hereinafter individually referred to as the "Party" or "the disclosing party" or the "recipient" or collectively as the "Parties".

1. The term "Proprietary Information" means any and all information, in any form, whether of a technical or commercial nature, relating to the Purpose which is disclosed prior or subsequent to the date of this Agreement by the disclosing party to the recipient and identified by the disclosing party at the time of disclosure as being proprietary. Information disclosed in a form other than writing shall be confirmed in writing by the disclosing party as being proprietary within thirty (30) days of disclosure.

2. Proprietary Information shall not include information which, at the date of signature hereof, or thereafter becomes public domain, is known to the recipient prior to being disclosed by the disclosing party, in which case the recipient will notify to the disclosing party within 7 days that the information was already known prior to disclosure, is developed independently by the recipient, or is legally obtained by the recipient at any time from other sources who are not subject to proprietary restrictions. The recipient shall have the burden of proof in establishing any of the above mentioned exceptions.

3. The recipient agrees to use the Proprietary Information solely for the mutual benefit of parties in furtherance of the above stated Purpose, as specifically approved by the disclosing party, and agrees not to disclose the Proprietary Information to any third party or to any of its affiliates, employees or agents except as may be required to conduct the above mentioned Purpose. Any such disclosure to third parties shall be subject to the prior written consent of the disclosing party and shall be conditioned upon obtaining in advance a non-disclosure Agreement substantially in the form of this Agreement.

4. The recipient agrees to retain the Proprietary Information of the disclosing party in confidence and to exercise towards it at least the same degree of care and protection that it takes to safeguard its own Proprietary Information.

5. The Proprietary Information of each party, or any part thereof, whether capable of being copyrighted, patented, or otherwise registered at law, or not, is for the purposes of this Agreement acknowledged by the recipient as being the sole property of the disclosing party.

6. Nothing in this Agreement shall be construed as granting to the recipient any rights by license or otherwise, express or implied, to or in any of the disclosing party's patents, non-patented inventions or other intellectual property. No representation or warranty is made by the disclosing party with respect to information disclosed.

7. This Agreement shall remain in force and effect throughout the period in which the recipient is actively engaged in the execution of the Purpose and for a period of Ten (10) years thereafter.

8. Promptly upon the termination of this Agreement, unless otherwise agreed in writing by both parties, each party shall return to the other all Proprietary Information of the other party that it has received or that is in its possession, together with all copies thereof, and will immediately cease to make further use or disclosure of such Proprietary Information.

9. Nothing herein (including the exchange of Proprietary Information hereunder) shall be deemed as obligating the parties to enter into any business relationship with respect to the Project or otherwise.

10. Each Party shall fully indemnify the other against any and all actions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by a Party of any of the provisions of this Agreement or by any unauthorized disclosure or use of Proprietary Information by a third party or by any employee of any party to whom Proprietary Information has been disclosed or who has been allowed access thereto and acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately by an award of damages or indemnity or other pecuniary remedy but the other Party shall also be entitled in the event of any such breach to the remedies of injunction specific performance or other equitable relief in respect of any such breach. Nothing in this Clause 10 shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy.

11. This Agreement shall be governed by and construed in accordance with the laws of _______________ and The United States and any dispute arising under or in connection herewith shall be presented in and determined by these courts exclusively.

IN WITNESS WHEREOF: this Agreement has been signed by each of the Parties hereto.

For and on behalf of__________________________

Name : ............................... Date:

Signature:

For and on behalf of __________________________

Name: ............................... Date:

Signature:

[Gwink]

Thanks, could help for sure :thumbup:

[Spudinski]

Whoah. Only saw this now, how stupid of me.

Thanks for this md, going to help me allot/

[Choisir]

Kinda old thread but is a NDA practically enforcable out of US (or country it is signed)? What if parties are from different countries?

[a_bertrand]

A contract is a contract in any country. Yet in case of conflicts you must use the justice and using a foreign country justice can be both expensive and complex.

[Choisir]

A contract is a contract in any country. Yet in case of conflicts you must use the justice and using a foreign country justice can be both expensive and complex.

Yes a contract is a contract in any country but it doesn't mean much if you can't practically enforce it. Would you care to spend thousand dollars for legal issues if game itself worth somewhere around? And it is not always easy to do this.

I had same problem in a project I was working on. There were contributors worldwide. There was always risk of your idea being stolen, actually I had no idea how to protect it beside choosing this people from trustworthy ones.

[rulerofzu]

With any website infringement then you always have other options. Starting with the website owner, moving along to their host and finally to their host/data center.

Unless its a offshore setup then you can generally get the result your looking for by enforcing the law.

[a_bertrand]

You have exactly the same issue in your own country. Even if you have a valid contract you will have some expenses (at least at first) to start the whole law machine. So a contract is many times just a... safe guard. But for a web game which hardly make 100$ a month (not talking about mine mind you, but this is a reality for most), it is a non sense to think about such issues.

[Bonanza]

Could anyone tell me what's covered by this contract as English is my 3rd language so I dont want to missunderstand something.

Also, if anyone could point out the trobolsume parts in it( by trobulsome I mean the parts that may or may not be enforced in other states. e.g. Serbia)

[Arslan230]

It is good agreement and it will give you high benefit in future deals.