INTELLECTUAL PROPERTY, CONFIDENTIALITY, NON-COMPETE AND
NON-DISCLOSURE AGREEMENT THIS AGREEMENT (the “Agreement”) made this
day of , (the “Effective Date”) by and between
a company (Company),
(collectively, the “Parties” and each individually a “Party”).
The Parties are exploring the possibility of engaging in one or more mutually beneficial business
relationships (collectively, the “Business Relationship”). The Parties recognize that in the course of their
discussions to further the Business Relationship, it will be necessary for each Party to disclose to the other
certain Confidential Information (as defined below). Each Party desires to set forth the terms that apply to
such Confidential Information.
NOW, THEREFORE, for and in consideration of the foregoing, of the promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties do hereby agree as follows:
1. The Parties shall (i) use reasonable efforts to maintain the confidentiality of the
information and materials, whether oral, written or in any form whatsoever, of the other that may be
reasonably understood, from legends, the nature of such information itself and/or the circumstances of
such information’s disclosure, to be confidential and/or proprietary thereto or to third parties to which either
of them owes a duty of nondisclosure (collectively, “Confidential Information”); (ii) take reasonable action in
connection therewith, including without limitation at least the action that each takes to protect the
confidentiality of its comparable proprietary assets; (iii) to the extent within their respective possession and/
or control, upon the termination of this Agreement for any reason, immediately return to the provider thereof all
Confidential Information not licensed or authorized to be used or enjoyed after termination or expiration
hereof, and (iv) with respect to any person to which disclosure is contemplated, require such person to
execute an agreement providing for the treatment of Confidential Information set forth in clauses (i)
through (iii). The foregoing shall not require separate written agreements with employees and agents already
subject to written agreements substantially conforming to the requirements of this Section nor with legal
counsel, certified public accountants, or other professional advisers under a professional obligation to
maintain the confidence of clients.
2. Notwithstanding the foregoing, the obligation of a person to protect the confidentiality of
any information or materials shall terminate as to any information or materials which: (i) are, or become,
public knowledge through no act or failure to act of such person; (ii) are publicly disclosed by the
proprietor thereof; (iii) are lawfully obtained without obligations of confidentiality by such person from a third
party after a reasonable inquiry regarding the authority of such third party to possess and divulge the same;
(iv) are independently developed by such person from sources or through persons that such person can
demonstrate had no access to Confidential Information; or (v) are lawfully known by such person at the
time of disclosure other than by reason of discussions with or disclosures by the Parties.
3. All Confidential Information delivered pursuant to this Agreement shall be and remain the
property of the disclosing Party, and any documents containing or reflecting the Confidential Information, and
all copies thereof shall be promptly returned to the disclosing Party upon written request, or
destroyed at the disclosing Party’s option. Nothing herein shall be construed as granting or conferring any
rights by license or otherwise, express or implied, regarding any idea made, conceived or acquired prior to
or after the Effective Date, nor as granting any right with respect to the use or marketing of any product or
service. The Parties shall use the Confidential Information only for the Business Relationship. The
obligations of the Parties under this Agreement shall continue and survive the completion or abandonment
of the Business Relationship and shall remain binding for a period of two (2) years from the Effective Date.
an independent contractor (Contractor).
22nd October 2019
Skyfall Studios, LLC. Entertainment Media/Game Publishing
4. As a violation by either Party of this Agreement could cause irreparable injury to the other
Party and as there is no adequate remedy at law for such violation, the non-breaching Party may, in
addition to any other remedies available to it at law or in equity, enjoin the breaching Party in a court of
equity for violating or threatening to violate this Agreement. In the event, either Party is required to
enforce this Agreement through legal action, then it will be entitled to recover from the other Party all costs
incurred thereby, including without limitation, reasonable attorney’s fees.
5. Neither Party makes any representation or warranty with respect to any Confidential
Information disclosed by it, nor shall either Party or any of their respective representatives have any
liability hereunder with respect to the accuracy or completeness of any Confidential Information or the use
6. Any provision of this Agreement held or determined by a court (or other legal authority) of
competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate,
distinct and independent, and shall be ineffective to the extent of such holding or determination without (i)
invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality,
validity or enforceability of such provision in any other jurisdiction.
7. Any notice required or permitted to be given hereunder shall be (a) in writing, (b) effective on
the first business day following the date of receipt, and (c) delivered by one of the following means: (i) by
personal delivery; (ii) by prepaid, overnight package delivery or courier service; or (iii) by the United States
Postal Service, first-class, certified mail, return receipt requested, postage prepaid. All notices are given under
this Agreement shall be addressed to the addresses stated at the outset of this Agreement, or to new or
additional addresses as the Parties may be advised in writing.
8. This Agreement is to be governed by and construed in accordance with the laws of the
state of Neither Party shall be deemed to waive any of its rights, powers or
remedies hereunder unless such waiver is in writing and signed by said Party. This Agreement is binding
upon and inure to the benefit of the Parties and their successor and assigns.
9. This Agreement constitutes the entire agreement and understanding of the Parties with
respect to the subject matter hereof, and is intended as the Parties’ final expression and complete and
exclusive statement of the terms thereof, superseding all prior or contemporaneous agreements,
representations, promises and understandings, whether written or oral. Neither Party is to be bound by any
pre-printed terms appearing in the other Party’s form documents, tariffs, purchase orders, quotations,
acknowledgments, invoices, or other instruments. This Agreement may be amended or modified only by an
instrument in writing signed by both Parties.
10. Work Made for Hire. All creative work, including but not limited to computer programs
or models, templates, marketing plans, designs, graphics, techniques, processes, documentation,
formulae, products, prototypes, manuals, rulebooks, guides, game objects, designs processes, technical
information, website and/or other digital or physical content prepared or originated by Contractor for
Company at any time during Contractor's employment or contract term with Company, constitutes work
made for hire. All rights to this work, as well as enhancements and modifications to it, are owned by
Company; and, in any event, Contractor hereby assigns to Company all rights, title, and interest whether
by way of copyright, trade secret, or otherwise, in all such work, whether or not subject to protection by
copyright laws or other intellectual property laws. Contractor shall take all actions reasonably requested
by Company to vest ownership of such creative work in Company and to permit Company to obtain
copyright, trademark, patent, or similar protection in its name.
11. Non-compete. During the Term, Contractor shall provide Company with prior written notice if
Consultant intends to provide any services, as an employee, consultant or otherwise, to any person, company
or entity that competes directly with the Company, which written notice shall include the name of the
competitor. During the period that is ten (10) months after the legal termination of this Agreement, Contractor
shall provide the Company with written notice any time that Contractor provides any services, as an
employee, consultant or otherwise, to any person, company or entity that competes directly with the
Company. Notwithstanding anything to the contrary contained herein, Contractor may not provide any
services, as an employee, consultant or otherwise, to any person, company or entity that competes directly
with the Company, until the period that is (10) months after the legal termination of this Agreement.
IN WITNESS WHEREOF, the Partieshavecausedthis Agreement to be executed by their duly authorized