This is a NON-DISCLOSURE AGREEMENT, effective, between ZEN Studios Software Developer Limited Liability Company (‘ZEN Studios’) and You (‘Other Party’), hereinafter jointly referred to as the ‘Parties’, under the following conditions.
In this agreement:
Affiliate means, with respect to any person, means any other person that controls, is controlled by or is under common control with such person.
Approved Purpose means Pinball FX Software Beta Testing.
Confidential Information means:
1. the fact that ZEN Studios and the Other Party are in discussion;
(a) all information of ZEN Studios and the Other Party or any Affiliates disclosed to the receiving party or its employees, agents and contractors;
(b) all information of which the recipient, its Affiliates, employees, agents and contractors become aware or generate in connection with the Approved Purpose;
(c) notes and other records prepared by the recipient, its Affiliates, its employees, agents and contractors based on or incorporating the information referred to in any of paragraphs (a) to (c);
(d) all copies of the information and the notes and other records referred to in any of paragraphs (a) to (d);
(e) all information referred to in any of paragraphs (a) to (e) whether or not in material form and whether disclosed before or after the date of this agreement; and
(f) the business plan and budgets of the disclosing party or any of its Affiliates but does not include information which:
(a) becomes generally available to the public without a breach of this Agreement;
(b) has been independently created, developed or acquired by the recipient; or
(c) has been independently disclosed, without an obligation of confidentiality, to the recipient, their employee or subcontractor.
This is a reciprocal disclosure agreement and therefore ‘recipient’ and ‘disclosing party’ means each of ZEN Studios and the Other Party as the case may be.
2. RECIPIENT’S OBLIGATIONS
2.1 Recipient must keep information confidential
The recipient must:
(a) keep confidential all Confidential Information;
(b) use all Confidential Information solely for the Approved Purpose; and
(c) not copy or record in any other form any part of the Confidential Information except as is strictly necessary for the Approved Purpose.
2.2 Disclosure to Affiliates, employees, agents and contractors
The recipient must:
(a) only disclose Confidential Information to the recipient’s Affiliates, employees, agents and contractors to the extent necessary for the employees, agents and contractors to perform their duties for the Approved Purpose; and
(b) ensure that its Affiliates, employees, agents and contractors to whom Confidential Information has been disclosed keep that information confidential and do not do anything which, if done by the recipient, would be a breach by the recipient of this agreement.
2.3 Disclosure required by law The recipient is not bound to keep confidential any information if and to the extent that the information is required by law to be disclosed provided that the recipient makes reasonable attempts to notify the disclosing party of any such pending disclosure.
2.4 Failure to keep confidential
The recipient will be liable to the disclosing party for loss or damage of any kind sustained by the disclosing party or its Affiliates as a result of (i) any breach by the recipient of its obligations under this Agreement; and (ii) any act or omission of the recipient’s Affiliates, employees, agents and contractors which, if done or omitted to be done by the recipient, would be a breach of the recipient’s obligations under this Agreement.
3. RECIPIENT DOES NOT OWN THE INFORMATION
The recipient acknowledges that this Agreement does not:
(a) transfer to it any interest in any intellectual property; and
(b) oblige the disclosing party or its Affiliates to disclose any Confidential Information to the recipient.
4. NO WARRANTY
The disclosing party gives no representation or warranty as to the completeness, accuracy or relevance of any of the Confidential Information and accepts no responsibility or liability to the recipient, its Affiliates, its employees, agents or contractors or any other person for any false, inaccurate or misleading Confidential Information.
5. RETURN OF INFORMATION
5.1 Return of information
(a) On request by the disclosing party, the recipient must immediately, at the disclosing party’s option:
(i) return to the disclosing party all the Confidential Information in its possession or control;
(ii) destroy it and permit the disclosing party to witness the destruction; or
(iii) delete it in the case of machine readable records.
(b) When the recipient has complied with its obligations under paragraph (a), it must certify to the disclosing party that all Confidential Information has been returned, destroyed or deleted.
5.2 Obligations continue
The obligations of confidentiality under this agreement continue to apply even if:
(a) the Approved Purpose is completed or terminated; and
(b) the recipient has returned, destroyed or deleted the Confidential Information in accordance with clause 5.1 (Return of information).
6. BASIS OF PROVIDING INFORMATION
This Agreement and the exchange, provision or receipt of Confidential Information or participation by a party in discussions and communications in connection with the Approved Purpose shall not:
(a) oblige the disclosing party or its Affiliates to negotiate or endeavour to reach agreement with the recipient;
(b) impose any duty on any party with respect to any discussions or negotiations regarding the subject matter of the Approved Purpose; or
(c) be considered or construed as evidence of any agreement, arrangement, understanding or proposal by or between the parties or any of them relating to the subject matter of the Approved Purpose.
7.1 Specific performance
The recipient acknowledges that monetary damages alone would not be adequate compensation to the disclosing party for the recipient’s breach of its obligations under this Agreement and that specific performance of those obligations is an appropriate remedy.
This agreement may be amended only by another agreement executed by or on behalf of the parties which specifically refers to this agreement.
No party can assign, charge or deal with any of its rights and obligations under this Agreement, or attempt or purport to do so, without the prior written consent of the other party.
7.4 Entire agreement
This Agreement contains the entire agreement between the Parties with respect to its subject matter.
7.5 No waiver
No failure to exercise and no delay in exercising any right, power or remedy under this Agreement will operate as a waiver. Nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.
7.6 Governing law
This agreement is governed by the laws applying in Hungary. The Parties submit to the exclusive jurisdiction of the courts of Hungary.
ZEN Studios Ltd.
Ganz u. 16.