THIS NON-DISCLOSURE AGREEMENT IS MADE ON
BETWEEN:
(1) Sold Out Sales and Marketing Ltd/Fireshine Games, a company with offices at 3 Dorset Rise, London, United Kingdom, EC4Y 8EN ("Sold Out Sales and Marketing Ltd")
(2) The individual completing this form, identified above
(3) In this Agreement, Sold Out Sales and Marketing Ltd/Fireshine Games and the individual named above are referred to collectively as the “Parties”.
WHEREAS:
Each Party has agreed, subject to the terms and conditions of this Agreement, that it may disclose information to the other Party without charge for the purpose of discussion and exchange of information between the parties relating to a potential business relationship (the “Purpose”).
The Parties acknowledge that all Confidential Information is to be kept strictly secret and confidential and shall only be used for the Purpose.
WE AGREE:
DEFINITIONS
In this Agreement the following terms and expressions shall have the meanings set out below:
“Affiliate” means at the relevant time in respect of a party to this Agreement, any direct or indirect Subsidiary and/or holding company of that party, or any company which is a Subsidiary of that holding company;
“Confidential Information” means any and all information of any kind whatsoever disclosed to a Receiving Party or any of its Representatives by a Disclosing Party or any of its Representatives prior to, or after, the date of this Agreement in whatever form including, but not limited to, oral, visual, machine recognisable or written information relating to the business affairs, actual or prospective product information, operations, processes, plans or intentions, market opportunity, services, research, inventions, technology, trade secrets, know-how or customers of the Disclosing Party which may reasonably be considered as confidential information;
“Disclosing Party” means a party furnishing Confidential Information under the terms of this Agreement;
“Receiving Party” means a party receiving Confidential Information under the terms of this Agreement;
“Representatives” means the directors, officers, employees and consultants of a party and its Affiliates together with any professional advisers of such party which it consults in relation to the Purpose;
“Subsidiary” shall have the same meaning as set out in Section 736 of the Companies Act 1985, as amended by the Companies Act 1989.
TERM
This Agreement shall come into full force and effect from the date shown above and when executed by both parties and expire one (1) year thereafter. Notwithstanding the foregoing, the obligations of the parties under this Agreement shall remain binding for a period of five (5) calendar years from the date of disclosure of the last disclosed Confidential Information by either party.
CONFIDENTIALITY UNDERTAKINGS
3.1 The Receiving Party agrees with and undertakes to the Disclosing Party that it shall and shall procure that its Representatives shall throughout the duration of this Agreement:
3.1.1 keep all Confidential Information disclosed by the Disclosing Party strictly confidential and in safe custody;
3.1.2 not use or exploit the Confidential Information for its own benefit or for the benefit of any third party but shall only use the Confidential Information for the Purpose or as otherwise agreed in writing between the parties;
3.1.3 not copy, loan or otherwise reproduce or disclose the Confidential Information (in whole or in part) to any third party for any reason whatsoever except to those of its Representatives to whom disclosure is necessary for the Purpose, subject always to each Representative’s agreement to be bound by obligations of confidentiality which are at least equivalent to those set out in this Agreement.
EXCEPTIONS
4.1 Confidential Information shall not include the following:
4.1.1 information which the Receiving Party can demonstrate is publicly available otherwise than in breach of its obligations hereunder;
4.1.2 information which the Receiving Party can demonstrate to the reasonable satisfaction of the Disclosing Party was legitimately in the Receiving Party's possession prior to the date of disclosure;
4.1.3 information received from a third party where such third party is not prohibited from disclosing such information by a contractual or fiduciary obligation;
4.1.4 information which is independently developed by the Receiving Party without the use or assistance of any Confidential Information disclosed by the Disclosing Party.
4.2 Disclosure of Confidential Information required by law, court, or regulatory authority shall not be considered a breach, provided the Receiving Party advises the Disclosing Party as soon as practicable where legally permitted.
RETURN OF INFORMATION
If the Disclosing Party so requests or upon termination of this Agreement the Receiving Party shall promptly return to the Disclosing Party or destroy all tangible copies of the Confidential Information in its possession, together with all copies of any analyses, compilations, studies or other documents or derivative works which are based on, or which may contain any Confidential Information.
BREACH OF AGREEMENT
Each party acknowledges that any unauthorised disclosure or use of Confidential Information may cause irreparable harm and that damages alone would not be an adequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available.
PUBLICITY
Except as required by law, judicial action, or any valid direction of a governmental department or agency or other regulatory authority, each party undertakes that it shall not (without prior written consent of the other party) disclose or make any public statement regarding the existence or content of this Agreement or the identity of the parties.
GENERAL
8.1 Nothing in this Agreement is intended to grant any rights or licences with regard to Confidential Information.
8.2 The Confidential Information is disclosed on an “as is” basis with no warranties.
8.3 Confidential Information does not constitute a representation.
8.4 This Agreement constitutes the entire agreement between the parties.
8.5 Nothing in this Agreement creates any obligation to enter into a business relationship.
8.6 No licence or rights are granted.
8.7 Affiliates are included.
8.8 This Agreement is governed by the laws of England and Wales and subject to the jurisdiction of the English Courts.
IN WITNESS whereof this Agreement has been executed by the parties.
For and on behalf of Sold Out Sales and Marketing Ltd/Fireshine Games
Name: Julian Bird
Position: Creative Producer