Sundog Resurrection Project
Non Disclosure Agreement
This Non Disclosure Agreement (the "Agreement")
is entered into by you, the e-signature undersigned, being a selected member of
the Sundog Resurrection Project’s Beta Testing Team ("Receiving Party") and The
Sundog Resurrection Project, whose attorney’s address is The Law Office of Jake
W. LaForet, PO Box 131, Spinnerstown, PA, USA 18968, ("Disclosing Party") for
the purpose of preventing the unauthorized disclosure of Confidential
Information as defined below. The parties agree to enter into a confidential
relationship with respect to the disclosure of certain proprietary and
confidential information ("Confidential Information") to prevent the spoilage of
the game experience for the general public, restrict information, news and
updates regarding the Project to official Project channels, and to preserve the
game’s value, mystique, and intrigue which is crucial to a computer game of this
1. Definition of Confidential Information. For purposes of this
Agreement, "Confidential Information" shall include all information or material
pertaining to the Sundog Resurrection Project Beta Release (“Beta”) in which
Disclosing Party has knowledge or possession of, including but not limited to
software files, document files, knowledge of Beta game plot elements, design,
graphic art, code, and tips and tricks learned while testing the Beta.
2. Use of Confidential Information. The Confidential
Information shall only be used by the Receiving Party for the purposes of
testing the Beta version of the Sundog Resurrection Project game, and to report
bugs, suggestions, and other issues to the development team.
3. Exclusions from Confidential Information. Receiving Party's
obligations under this Agreement do not extend to information that is: (a)
publicly known at the time of disclosure or subsequently becomes publicly known
through no fault of the Receiving Party; or (b) is disclosed by Receiving Party
with Disclosing Party's prior written approval.
4. Obligations of Receiving Party. The Receiving Party
(A) hold and
maintain the Confidential Information, preventing the same from accidental or
intentional disclosure or replication to or by any non-Beta testing team
carefully restrict and prevent access to Confidential Information to non-Beta
testing team members;
(C) shall not
discuss the Confidential Information, or publish, or allow to be published in a
blog, news article, journal, newspaper, or other news outlet, regardless of mode
(print, audio, video), any information pertaining to the Beta. All interactions
with the press or other third parties shall be exclusively performed by the
never upload the Confidential Information to the internet, or cause by action or
inaction, with direct or indirect methods, the Confidential Information to be
uploaded to the internet.
5. Breach and Remedies; Costs and Attorney Fees. Both parties
acknowledge that the Confidential Information to be disclosed hereunder is of a
unique and valuable character, and that the unauthorized dissemination of the
Confidential Information would destroy or diminish the value of such
information. The damages to Disclosing Party that would result from the
unauthorized dissemination of the Confidential Information would be impossible
Therefore, both parties hereby agree that the Disclosing Party shall be entitled
to injunctive relief preventing the dissemination of any Confidential
Information in violation of the terms hereof. Such injunctive relief shall be in
addition to any other remedies available hereunder, whether at law or in equity.
Disclosing Party shall be entitled to recover its costs and fees, including
reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in
the event of litigation relating to this Agreement, the prevailing party shall
be entitled to recover its reasonable attorney’s fees and expenses.
6. Time Periods. The nondisclosure provisions of this
Agreement shall survive both the termination of this Agreement and the release
of the game to the public, and Receiving Party's duty to hold Confidential
Information in confidence shall remain in effect until April 30, 2018, or until
Disclosing Party sends Receiving Party written notice releasing Receiving Party
from this Agreement, whichever occurs first.
7. Relationships; Credits; Obligations. Nothing contained in this
Agreement shall be deemed to constitute either party, partner, joint venturer
or employee of the other party for any purpose. Any work performed as an Beta
tester by the Receiving Party is purely voluntary and for the Receiving Party’s
personal pleasure. As such, the Recieving Party is not entitled to named credits in the game or in printed material. Neither party holds an obligation to the other outside of the terms of this Agreement.
8. Severability; Forum of Law Exclusive to Pennsylvania. If a
court finds any provision of this Agreement invalid or unenforceable, the
remainder of this Agreement shall be interpreted so as best to effect the intent
of the parties.
The validity, construction and performance of this Agreement shall be governed
and construed in accordance with the laws of the Commonwealth of Pennsylvania,
United States of America, applicable to contracts made and to be wholly
performed within such Commonwealth, without giving effect to any conflict of
laws provisions thereof.
The state courts located in the County of Bucks, Commonwealth of Pennsylvania
shall have sole and exclusive jurisdiction over any disputes arising under the
terms of this Agreement. Any other court in another state, commonwealth, or
nation where an action pursuant to this Agreement is filed shall transfer said
case to the state courts located in the County of Bucks, Commonwealth of
9. Integration; Headings. This Agreement expresses the complete
understanding of the parties with respect to the subject matter and supersedes
all prior proposals, agreements, representations and understandings. This
Agreement may not be amended except in a writing signed by both parties.
Paragraph headings used in this Agreement are for reference only and shall not
be used or relied upon in the interpretation of this Agreement.
10. Waiver. The failure to exercise any right provided in this
Agreement shall not be a waiver of prior or subsequent rights.