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Understanding the NDA

knight1bknight1b Member Posts: 13

With many games going into Beta now or soon this is a topic that is sure to be of interest to some if not many players out there.

So what is an NDA?  The NDA or Non Disclosure Agreement is a way for a company to protect there rights and control the information flow.  It is and this must be stressed a legally binding contract that you enter into.  People bound by the NDA are not allowed to share information outside of the approved mediums for the product they are involved with.  For closed beta testers this tends to mean the beta forums and the beta servers and no where else.  And yes telling your grandmother tends to break the NDA or your priest  for that matter before anyone even asks. 

 

Bellow is a sample NDA take a look read it closely keep in mind this is a generic NDA.

 

NON-DISCLOSURE AGREEMENT

The parties to this Agreement are Company name, herein referred to as PSF, and the Entity to whom PSF is disclosing information (ENTITY). It is the desire of each party that the relationship shall be a pleasant and rewarding experience for both. However, it is understood that the relationship may be terminated, with or without cause, by either party at any time. Termination can only be effected by delivering a written notice, signed by an authorized officer of the terminating party, to the other party no less than ten (10) days prior to termination.

It is further agreed that this Agreement may be modified or amended only by a written instrument executed by both parties and approved by an officer of PSF.

It is further agreed that PSF shall identify such portions of the below described Products as it considers Confidential or Proprietary Information, and that this alone shall bind ENTITY as required by the paragraphs to follow.

Product Description



ENTITY agrees that it is receiving a copy of either CONFIDENTIAL DOCUMENTS, SOURCE CODE OR A SUITABLE PORTION THEREOF OF the above described Products for evaluation and development support purposes only. ENTITY agrees that all copies of the Products will be strictly safeguarded against disclosure or use by any persons or entity not authorized in writing by PSF to view and/or use this Products, and that the location of all copies so made will be reported to PSF at its request.

At the culmination of said evaluation, employment, or development period, ENTITY agrees that it will permanently destroy all copies and/or modifications of the said Products in its possession or under its control, unless a signed written agreement by PSF orders otherwise. ENTITY further agrees that it will not disclose of disseminate in any manner any information relating to the Products or the results of the use of the Products to any persons, organizations, or entities and will not even convey to any third party that such Products exist, ever existed, or have ever been known to exist or be in its possession.

Because the Products described above are pre-released copies, THE PRODUCTS ARE PROVIDED BY PSF AS-IS WITHOUT ANY WARRANTY OF ANY KIND. ENTITY agrees that neither ENTITY, PSF, nor anyone else involved in creating, producing, or delivering the Products shall be liable for any direct, indirect, consequential, or incidental damages relating to the Products. Both parties hold the other inviolable against any type of suit or assault that could at any time in the future arise, whether by the parties or their successors, partners, or other entity relationships.

ENTITY, in consideration of its relationship with PSF, and in consideration of the matter contained in the preceding paragraphs, agrees that during the term of this Agreement, ENTITY shall not, directly or indirectly, individually or as a vendor, employee, partner, officer, director, or stockholder or in any other capacity whatsoever of any person, firm, partnership, corporation, or other entity,

(i) compete with PSF in any manner derived directly from its examination or use of the Products except as to information presently in the public domain, or

(ii) disclose any Confidential and/or Proprietary Information to any third parties. However, ENTITY may disclose Confidential Information in accordance with judicial or other governmental order, provided ENTITY shall give PSF reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. PSF will cooperate fully with ENTITY as to its desires in regard to compliance with such legal, judicial, or governmental order to the best of its ability.

This Agreement shall be governed and construed by the laws of the State of Washington. Any provision hereunder which contravenes applicable law shall be deemed to not be a part of this Agreement. This Agreement shall not be considered valid unless signed by authorized representatives of Company name and ENTITY.



BY: (ENTITY - PRINTED NAME) ____________________________________

(AUTHORIZED SIGNATURE) ____________________________________

DATE________________________________________

BY: Your Name and rank

____________________________________________

Company name, a Visual Communications Corporation

DATE__________________________________________

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