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rsutton84 Offline

Post: #1
Sample NDA
Sample NDA. ( You could still use this if you wish, but as for all legal matters you should find a lawyer to help you for your own needs for I am not one. )

Non-Disclosure Agreement
This Agreement is entered into this ___ day of May, 2010 by and between __________________________, of _________________________________ (hereinafter "Party A") and ____________________, of ____________________ (hereinafter "Party B").
WHEREAS each party possesses certain ideas and information relating to software and game development that is confidential and proprietary (hereinafter "Confidential Information"); and
WHEREAS each party is willing to give and receive disclosure of the Confidential Information pursuant to the terms of this Agreement for the purpose of evaluating shared business opportunities in software and game development;
NOW THEREFORE, in consideration for the mutual undertakings of Party A and Party B under this Agreement, the parties agree as follows:
1. Disclosure. Party A and Party B agree to give and receive disclosure of Confidential Information to each other.
2. Confidentiality.
2.1 No Use. Party A and Party B agree not to use the Confidential Information disclosed to them by the other party in any way, or to manufacture or test any product embodying Confidential Information, except for the purpose set forth above.
2.2 No Disclosure. Party A and Party B agree to use their best efforts to prevent and protect the Confidential Information disclosed to them by the other party, or any part thereof, from disclosure to any person, except for the purpose set forth above.
2.3 Protection of Secrecy. Party A and Party B agree to take all steps reasonably necessary to protect the secrecy of the Confidential Information disclosed to them by the other party, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons.
3. Limits on Confidential Information. Confidential Information shall not be deemed proprietary and the Recipient shall have no obligation with respect to such information where the information:
(a) was known to Recipient prior to receiving any of the Confidential Information from Discloser;
(b) has become publicly known through no wrongful act of Recipient;
© was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information;
(d) was independently developed by Recipient without use of the Confidential Information; or
(e) was ordered to be publicly released by the requirement of a government agency.
4. Ownership of Confidential Information. Each party agrees that all Confidential Information shall remain the property of the party that disclosed it, and that the disclosing party may use such Confidential Information for any purpose without obligation to the other party. Nothing contained herein shall be construed as granting or implying any transfer of rights in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information.
5. Term and Termination. The obligations of this Agreement shall be continuing until the Confidential Information disclosed is no longer confidential, or a period of 5 years from the date below, whichever is shorter.
6. Survival of Rights and Obligations. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by (a) Party A, its successors, and assigns; and (b) Party B, its successors and assigns.
7. Neither this Agreement nor the supply of any information grants the Recipient any licence, interest or right in respect of any intellectual property rights of the other party except the right to copy the Confidential Information disclosed by the other party solely for the Purpose.

8. Nothing in this Agreement will prevent the Recipient from making any disclosure of the Confidential Information required by law or by any competent authority.
9. The Recipient will, on request from the other party, return all copies and records of the Confidential Information disclosed by the other party to the Recipient and will not retain any copies or records of the Confidential Information disclosed by the other party.

IN WITNESS WHEREOF, the parties have executed this agreement effective as of the date first written above.

Party A:

Signed: ______________________________
Print Name: ___________________________
Title: ____Game Developer____________________________
Date: ________________________________

Party B
Signed: ______________________________
Print Name: ___________________________
Title: ________________________________
Date: ________________________________

Skype: Rsutton84
On the Esenthel IRC: https://webchat.freenode.net/
Channel = #Esenthel
05-19-2013 11:49 AM
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Rubeus Offline

Post: #2
RE: Sample NDA
That will definitely work, but keep in mind that for most people the "Lawyer speak" makes it unclear to many readers what it is actually asking from them. If there is a potential of a long drawn-out court battle against a 3rd party contractor or such, something like this would be absolutely required.
In the case of an indy developer who couldn't afford a court battle if they WANTED to, enumerating and explaining in an email a set of points regarding this topic, explaining what is and is not acceptable, etc then having the other part respond to it stating they agree to the terms will be more beneficial to both parties. This will hold up in small-claims court just fine in just about any country, as long as you keep a record of the email.
That's just my thoughts on it.

Here's an professional NDA for a middleware company I worked with.

Effective Date:  <date>
(Date on or before the Confidential Information will be disclosed) <company> of  <address>,  ("<company>") and <user>  of <address> ("User Company") are engaged in discussions in contemplation of a business relationship  or have entered into a business relationship. During such discussions  or as part of such relationship,  <company>  and Company expect  to disclose to each other certain confidential trade and business information, and/or materials which the disclosing party (“Disclosing Party”) considers proprietary  and both parties wish to ensure the confidentiality of such disclosures. Therefore the parties agree as follows:
1.  The party to whom Confidential Information is disclosed (“Recipient”)  agrees  to protect in strict confidence, and agrees  not to use or disclose  Confidential Information of the  Disclosing Party  except for the  purpose of establishing or maintaining a business relationship between the parties  (“Purpose”).  “Confidential Information”  means  the proprietary and trade secret information which is marked as confidential information at the time of disclosure,  or, in the case of information disclosed orally, is designated as confidential at the time of disclosure. In all events, Confidential Information shall include source code provided or developed by either party.
2.  The Recipient  is prohibited  from disclosing the  Disclosing Party’s  Confidential Information except to employees, contractors and agents who have a “need to know” such Confidential Information for the Purpose shown above and are obligated to use and disclose such Confidential Information only for such Purpose. No disclosure to,  or use by,  any other
person or entity is permitted without the Disclosing Party’s prior written consent.
3.  No photograph, copy or facsimile of any materials or devices that contain or evidence Confidential Information may be made without the Disclosing Party’s prior written consent.
4.  Notwithstanding  the foregoing,  the Recipient  is  not  obliged  to protect, or restrict the use or disclosure of any information (a) generally available to the public, (b) independently developed by  Recipient  without reliance on Confidential Information of the  Disclosing Party, (c)  rightfully  obtained from a third party who is under no restriction with respect to the
use and disclosure of such information, or (d) approved for unrestricted release by the  Disclosing Party  in writing.  In addition,  the Recipient  may disclose Confidential Information of the  Disclosing Party  where required by  an  order, requirement or request of a court or government authority, or otherwise required by law, provided that the Recipient provides the Disclosing Party with reasonable notice prior to such disclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order or equivalent;  the  Recipient  may also disclose Confidential Information  as necessary  (subject to the terms of an appropriate protective order) in an action to enforce or defend its rights under this agreement.
5.  No license under any patents, copyright, trademarks or mask works is granted to or conferred upon either Party in this Agreement or by disclosure of any Confidential Information by one Party to the other as contemplated hereunder either expressly, by implication, inducement, estoppel or otherwise, and any license under such intellectual property  rights must be express and in writing.
6.  This agreement provides only  for the handling and protecting of proprietary information and is not intended to be and shall not be construed to create a teaming agreement, joint venture, association, partnership, or other formal business or agency arrangement.  Neither party has an obligation to enter into any other contract, subcontract, or other business relationship with the other party.  
7.  The Disclosing Party  represents and warrants that it has the right to disclose any Confidential Information  provided to the Recipient in furtherance of the Purpose, without violating any agreement with, or right of, any other person or company. Confidential Information disclosed by the Disclosing Party may include Confidential Information of a third party, provided that the third party has author ized such disclosure. In such event, this agreement shall apply equally to such Confidential Information and shall inure to the benefit of such third party.
8.  Nothing herein shall be construed as a warranty of the accuracy, worth or fitness of the information furnished under this agreement.  Nothing in this agreement may be construed as compelling either party to disclose any  Confidential Information to the other.
9.  This  agreement shall terminate (a)  two (2) years after the Effective Date  or (b) upon written  request of either party, whichever is earlier. Upon termination of this agreement, the Recipient  shall return to the  Disclosing Party  all materials and devices (including copies thereof) that contain or evidence Confidential Information  of the Disclosing  Party.  The confidentiality obligations set forth in this Agreement shall bind the Parties for a period of five (5) years from the date of disclosure of Confidential Information,  except that confidentiality obligations with respect to any technical information that constitutes a trade secret shall continue in effect for so long as the information remains a trade secret, and the provisions
hereof regarding ownership shall continue in effect for so long as necessary to give full effect thereto.
10.  The Recipient  agrees that, in the event of a breach of any provision hereof, the  Disclosing Party  may not have an adequate remedy in money or damages. Therefore,  the Recipient  agrees that, in such event, the  Disclosing Party  shall be entitled to apply for injunctive  or other equitable  relief, which relief will in no way limit the  Disclosing Party  right to obtain other remedies available under applicable law.
11.  This Agreement constitutes the sole and entire agreement between the parties with respect to Confidential Information and all restrictions thereon; it supersedes any and all prior contemporaneous oral   or written agreements, negotiations communication, understandings and terms, whether express or implied regarding Confidential Information and may not be amended except in writing signed by a duly authorized representative of the Parties.    Any other written agreements between the parties duly signed by authorized representatives, including non -disclosure agreements, will not be affected by this Agreement.  This  Agreement  shall be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns, except that no assignment of any rights in Confidential Information required to be protected hereunder by  the Recipient  may be made without the prior written consent of the  Disclosing Party.  The waiver of any provision in any instance shall not be construed as a waiver   in all other instances. This  Agreement shall be governed by the laws  of  the State of <State of Company HQ>, without regard to its conflict of law provisions, and the parties hereto submit to the jurisdiction of the courts of <State of Company HQ>.
12.  Where appropriate to give effect to the Purpose, references to <company> or <User Company> may include parent companies,  and
majority owned subsidiaries of parent companies, provided that they are bound by the obligations set forth herein.
<company>                            <User Company>
Signed  _________________________      Signed  _________________________
Name    _________________________      Name    _________________________
Title   _________________________      Title   _________________________
Date    _________________________      Date    _________________________
(This post was last modified: 05-19-2013 05:03 PM by Rubeus.)
05-19-2013 01:42 PM
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Shatterstar Offline

Post: #3
RE: Sample NDA
05-19-2013 09:40 PM
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