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When will this Agreement become effective?

The effective date should be a date that precedes disclosure of confidential information. Tell me more.

NON-DISCLOSURE AGREEMENT

 

 

By signing this Agreement, you hereby agree to this Non-Disclosure Agreement for the ________________________ (hereinafter referred to as “Disclosing Party”) of address ___________________ ,____________________ ,____________________. This Agreement is made on the date of last signature below.

I, the undersigned, agree for myself and (if applicable) for any affiliated parties (hereinafter referred to as the “Recipient”), to the following:  

Definition and Interpretation

  1. These words and phrases have defined meanings:

Agreement

this Non-Disclosure Agreement and any amendments;

Confidential Information

any information disclosed by or on behalf of the Disclosing Party to the Recipient during the Term that at the time of disclosure (whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means or other forms and whether directly or indirectly) is confidential in nature or may reasonably be considered to be commercially sensitive and which relates to the intellectual property development by the Disclosing Party including but not limited to: (a) all Intellectual Property Rights of the Disclosing Party;

Effective Date

the date of the last signature of this Agreement;

Intellectual Property Rights

Video, audio, picture, other media content, script, proprietary source code, business information, Intellectual Property, film information, Technologies, registered and unregistered design rights, all design right applications, patents, copyrights, and rights in know-how, confidential information and other intellectual property rights of a similar or corresponding character whenever and however arising and all renewals and extensions of such rights which may now or in the future exist;

Permitted Purpose

Confidential Information and/or Intellectual Property shall be disclosed for business purposes, with the Recipient collaborating with the Disclosing Party, or the Recipient has been contracted to provide services to the Disclosing Party, as an employee of Roblox studio.

Term

This Agreement shall be in effect for a period of twelve (12) months;

Business Day

any day other than a Saturday, Sunday, or bank holiday in _______________.

Obligations in relation to Confidential Information

  1. In consideration of the disclosure to it of Confidential Information by the Disclosing Party, the Recipient undertakes that it will:
    1. keep all Confidential Information strictly confidential and not disclose any part of it to any other person without the Disclosing Party's prior written consent;
    2. not use any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Permitted Purpose without the express written consent of the Disclosing Party; and
    3. use a reasonable degree of care to protect Confidential Information.

Ownership of Confidential Information

  1. The disclosure of the Confidential Information does not give the Recipient any rights of ownership in the Confidential Information.

Exceptions to non-disclosure and confidentiality

  1. The obligations of confidentiality set out in this Agreement do not apply to any information which:
    1. is, or becomes through no wrongful act or default of the Recipient, public knowledge;
    2. is received from a third party in circumstances where the Recipient has no reason to believe that there has been a breach of a duty of confidence;
    3. is approved for disclosure in writing by the Disclosing Party;
    4. must be disclosed by law or the rules of any court or other body of competent jurisdiction, any governmental or regulatory body.

Remedies

  1. Both Parties acknowledge that damages alone are not an adequate remedy for any breach of this Agreement by the Recipient. The Disclosing Party is entitled to the remedies of injunction, specific performance and other equitable relief for any breach of this Agreement by the Recipient (actual or threatened), without prejudice to any other rights and remedies available at any time.

Limitation of liability

  1. Each Party warrants to the other that it has the legal right and authority to enter into and perform its obligations under this Agreement. Subject to the above, the Disclosing Party (including its employees, officers, agents, subsidiaries or any other associated third parties associated) does not accept responsibility or liability for the Confidential Information. the Disclosing Party makes no representation or warranty, express or implied that the Confidential Information disclosed is accurate or complete.

Circumstances beyond the control of the parties

  1. A Party to this Agreement is not liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. In these circumstances, the affected party must notify the other party or parties as soon as reasonably practicable. The notified Party or Parties may suspend or terminate the Agreement on notice, taking effect immediately upon delivery of the notice.

Entire Agreement

  1. This Agreement contains the whole Agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements, or Agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

General

  1. No Party may assign, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of this Agreement without the prior written consent of the other Party or Parties, such consent not to be unreasonably withheld.
  2. No variation to this Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of the Parties.
  3. Unless otherwise agreed, no delay, act or omission by a Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
  4. Provisions that by their intent or terms are meant to survive the termination of this Agreement will do so.
  5. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement will not be affected.
  6. Any notice to be delivered under this Agreement must be in writing and delivered by pre-paid first-class post to, or left by hand delivery, at the registered address or place of business of the notified Party or sent by email to the other Party's main business email address as notified to the sending Party.

 Governing law and jurisdiction

  1. This Agreement will be governed by and interpreted according to the laws of ______________. All disputes arising under the Agreement will be subject to the exclusive jurisdiction of the ________________ courts.

 

The parties have signed this Agreement on the day(s) and year set out below:

Recipient’s Full Name (Please Print) :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Address:

 

 

 

 

 

 

 

 

 

Recipient Signature:

 

 

 

 

Date:       

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Parent or Legal Guardian Signature:

 

 

 

 

 

 

 

 

 

                                               

 

 

DISCLOSING PARTY:


Signed: __________________________________

 

Dated: __________________________________