NONDISCLOSURE AGREEMENT FOR BETA PROGRAM
This Nondisclosure Agreement (the “Agreement”) is made and effective on the date of approval of this form,
BETWEEN: Nitro Games Ltd. (the "Company"), a corporation organized and existing under the laws of Finland, with its head office located at:
Heikinkatu 7, 48100 Kotka, Finland
AND You (“Tester”).
WHEREAS, Tester agrees to test a computer game known as East India Company (the "Game") and keep the Company aware of the test results.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Company and Tester hereby agree as follows:
1. COMPANY'S OBLIGATIONS
The Company shall provide Tester with a copy of the Game and any necessary documentation and instruct Tester on how to use it and the desired test data to be gained.
2. TESTER'S OBLIGATIONS
Tester shall test the Game under normally expected operating conditions in Tester's environment during the test period. Tester shall gather and report test data as mutually agreed upon with the Company.
3. GAME A TRADE SECRET
Tester acknowledges that the Game is proprietary to, and a valuable trade secret of, the Company and is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall treat the Game in the strictest confidence. Tester agrees that it will not, without the Company's prior written consent:
A. Disclose any information about the Game, its design and performance specifications, its code, and the existence of the beta test and its results to anyone;
B. Copy any portion of the Game or documentation, except to the extent necessary to perform the beta testing; or
C. Reverse engineer, decompile or disassemble the Game or any portion of it.
4. SECURITY PRECAUTIONS
Tester shall take reasonable security precautions to prevent the Game from being seen by unauthorized individuals. This includes locking all copies of the Game and associated documentation in a desk or file cabinet when not in use.
5. TERM OF AGREEMENT
The test period shall last from July 9th 2009 until July 24th 2009. This Agreement shall terminate at the end of the test period or when the Company asks Tester to return the Game, whichever occurs first. The restrictions and obligations contained in Articles 3, 6, 7, 8 and 9 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Tester, its successors, heirs and assigns.
6. RETURN OF GAME AND MATERIALS
Upon the conclusion of the testing period or at the Company's request, Tester shall promptly (within three business days) return the original and all copies of the Game and all related materials to the Company and erase all portions thereof from computer memory.
7. DISCLAIMER OF WARRANTY
Tester understands and acknowledges that the Game is a test product and its accuracy and reliability are not guaranteed. Owing to its experimental nature, Tester is advised not to rely exclusively on the Game for any reason. Tester waives any and all claims it may have against the Company arising out of the performance or nonperformance of the Game.
THE GAME IS PROVIDED AS IS, AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY
The Company shall not be responsible for any loss or damage to Tester or any third parties caused by the Game or by the Company's performance of this Agreement.
THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT, SPECIAL, INCIDENTAL OR CONSQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE GAME OR ANY PERFORMANCE OF THIS AGREEMENT.
9. NO RIGHTS GRANTED
Tester understands and acknowledges that the Game is provided for its own use for testing purposes only. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Game or the Company's trade secrets to Tester. Tester may not sell or transfer any portion of the Game to any third party or use the Game in any manner to produce, market or support its own products. Tester shall clearly identify the Game as the Company's property.
10. NO ASSIGNMENTS
This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.
11. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective.
12. APPLICABLE LAW
This Agreement is made under, and shall be construed according to, the laws of Finland excluding its choice of law provisions.