Non-Disclosure Agreement : Playtesters
This Non-Disclosure Agreement, drafted and put into effect on March 26, 2020 by Wanderword i Sverige AB with its registered office residing at Teknikvägen 3, 961 50 Boden, Sweden (“Wanderword”, “Company”), shall outline the terms of your participation in relation to the testing of products and services provided by the Company.
It is understood and agreed to that Wanderword and the Playtester would like to exchange and store certain information and data inline with GDPR that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree to the terms as follows:
The confidential information to be disclosed by Wanderword under this Agreement (“Confidential Information”) can be described as and includes: Technical and business information relating to Wanderword’s proprietary ideas, patentable ideas, copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
In addition to the above, Confidential Information shall also include, and the Playtester shall have a duty to protect and handle with reasonable care, other confidential and/or sensitive information which is (a) disclosed by Wanderword in oral, visual, written and/or other tangible form and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by Wanderword in any other manner and identified as confidential at the time of disclosure.
Playtesters shall use the Confidential Information only for the purpose to test games developed by Wanderword. Playtesters may not disclose any Confidential information to anyone outside of Wanderword without written approval from Wanderword.
This Agreement imposes no obligation upon Playtester with respect to any Confidential Information (a) that was in the Playtester’s possession before receipt from Wanderword; (b) is or becomes a matter of public knowledge through no fault of Playtesters; (c) is rightfully received by the Playtester from a third party not owing a duty of confidentiality to the Wanderword; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of Wanderword; or (e) is independently developed by the Playtester.
Wanderword warrants that they have the rights to make the disclosures under this Agreement.
The Playtester agrees that the Confidential Proprietary Information is and shall at all times remain the property of the Owner. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Playtester any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.
Neither party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Wanderword may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.
If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that Wanderword shall be entitled to an injunction in addition to and not in lieu of any other legal or equitable relief including money damages limited to direct losses. The Playtester acknowledges that Confidential Proprietary Information is valuable and unique and that disclosure by the Playtester of Confidential Proprietary Information will result in irreparable injury to the Company.
It is understood that this Agreement is not intended to, and does not obligate, either party to enter into any further agreements or to proceed with any relationship.
The Playtester acknowledges that neither Wanderword nor its representatives make any representations or warranties, expressed or implied, with respect to the Confidential Proprietary Information. No liability whatsoever, whether in contract, tort or otherwise and including liability for negligent misstatement, is accepted by the Company or any of its directors, employees or advisers or any other member of its group for accuracy or completeness of any of the information provided or opinions expressed by or on behalf of the Company or its advisers or for any errors, omissions or misstatements.
The laws of Sweden shall govern this Agreement and the parties shall submit to the non-exclusive jurisdiction of the courts of Sweden.
Both Wanderword and the Playtester irrevocably consent to the service of process or any other documents in connection with proceedings in any court by personal service, delivery at any address specified in this Agreement.