Non-Disclosure/Confidentiality Agreement
This Non-Disclosure/Confidentiality Agreement is entered into and between ____________________ _________________________ (hereafter referred to as the "Party") and Dragontooth Productions.
The Party and Dragontooth Productions agree to the following:
1) Purpose: The sole and limited purpose for which this disclosure is being made is to allow the Party to look at and consider documentation and design materials for ____Dawn of AtlantisTM___ (hereafter referred to as the "Product"), a game or product line currently in development by Dragontooth Productions. This agreement does not legally bind Dragontooth Productions to use suggestions and materials, code, or other ideas generated by the Party. Nor is this a binding contract for Dragontooth Productions to use the Party now or in the future.
2) Definition: "Confidential Information" means any information or material related to the Product, which is proprietary to Dragontooth Productions or designated as Confidential Information by Dragontooth Productions, whether or not owned or developed by Dragontooth Productions. Such information is not generally known other than by Dragontooth Productions, of which the Party may obtain knowledge through, or as a result of, his/her relationship with Dragontooth Productions.
Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, the following type of information, and other of similar nature (whether or not reduced to writing or still in development): specifications, techniques, discoveries, models, data, source code, object code, documentation, diagrams, flow charts, research, strategies, development plans (including prospective trade names or trademarks), customer names, rules, art, miniatures, templates, pricing policies, financial information, schedules, and playtest reports.
Any and all information released to the Party should be considered Confidential Information unless stated, in writing (with e-mail being sufficient for this purpose), by an officer of Dragontooth Productions. Information released to an official Internet web site or newsgroup shall not be considered Confidential Information for purposes of this document. The Party shall bear the responsibility of providing evidence if anything should fall under these exceptions.
3) Competitive Advantage: The Party acknowledges that such Confidential Information has been developed or obtained by Dragontooth Productions by the investment of significant time, effort, and expense, and that such Confidential Information provides Dragontooth Productions with a significant competitive advantage with regard to the Product.
4) Disclosure Not Permitted: The Party will hold in confidence and not disclose or reveal to any person or entity any Confidential Information for any purpose at any time, other than for the limited purpose(s) of the confidence, or upon written release by Dragontooth Productions. "Limited Purpose(s)" includes the review of the Product by the Party, for the sole purpose of determining the Party’s interest in developing a business relationship with Dragontooth Productions, in order to produce and/or develop the Product.
5) Materials and Return: It is understood that Dragontooth Productions may furnish the Party certain material(s), either in writing or otherwise fixed in tangible form. The parties agree that any and all of these materials will be furnished in confidence and all of the terms and conditions of this Agreement apply. The Party will not copy, alter, modify, disassemble, reverse engineer or decompile any of these materials without prior written permission of Dragontooth Productions.
Materials which are necessary to copy, such as character or other record sheets and similar playing aids, are exempt from this section. The Party agrees to return any and all of this material, at his/her expense, at the written request of Dragontooth Productions.
6) Assignment Prohibited: This Agreement will not be assignable or transferable by the Party, and the Party may not delegate his/her duties hereunder, except as agreed in advance and in writing by Dragontooth Productions.
7) No License: Nothing in this Agreement will be construed as creating any obligation on the part of Dragontooth Productions to disclose any Confidential Information whatsoever. Nothing in this Agreement will be construed as granting the Party any license or any other rights with respect to Dragontooth Productions’ proprietary rights or Confidential Information as related to the Product.
8) Monetary Obligation: The Party understands that the signing of this document and the
performance of any and all duties for which this document was created are purely voluntary and that Dragontooth Productions is not, under any circumstances, required to pay the Party, in monetary funds or otherwise, for the duties performed under this agreement. Dragontooth Productions will, to the best of its abilities, give credit and/or financial reward, as agreed to in any future contractual arrangement between Dragontooth Productions and the Party, but does not guarantee that the Party will be hired or offered any type of contract.
9) No Obligation: Nothing contained in this agreement will be construed as creating any obligation or expectation on the part of either party to enter into a business relationship with the other party, nor any obligation to refrain from entering into a business relationship with a third party.
10) Entirety and Governing Law: This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter of the Product and supersedes all other oral or written representations and understandings. This Agreement will be governed by the laws of British Columbia and/or, where applicable, Canada, the United States, and other countries. This Agreement may not be modified, except in writing signed in advance by Dragontooth Productions and the Party.
This Agreement is accepted, in whole, by: ____________________________________________ (The Party)
Date: ___________________________
This Agreement can be printed, signed, scanned, and returned here. If there are any questions or problems regarding this document, please use the same contact.