This Nondisclosure Agreement (the “Agreement“, “NDA”) is entered into by the playtester (“Receiving Party”) when they agree to the terms of the NDA and Isekai Entertainment LLC (“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”).
- Definition of Confidential Information.For purposes of this Agreement, “Confidential Information” shall include all private information or material that or could have commercial value or other utility in the business in which Disclosing Party is engaged. This includes all private builds and information contained within them such as gameplay footage, screenshots, game mechanics, characters, enemies, bosses, weapons, levels, story, dialog, etc. If you are selected for a playtest, your participation in the playtest and any thoughts and feedback on the playtest are also Confidential Information.
- 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; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.
- Obligations of Receiving Party.Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall not disclose. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
- Time Periods.The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
- Relationships.Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture member, or employee of the other party for any purpose.
- Severability.If a court finds any provision of this Agreement invalid or unenforceable, the remain of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws
- Integration.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 writing from Disclosing Party.
- Waiver.The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement and each party’s obligations shall be binding once the Receiving Party has agreed to these terms.