Online NDA (in html)

This Non-Disclosure Agreement
(hereinafter called "Agreement") is entered into to provide for the
confidentiality, protection and handling of Proprietary Information related
to a product of Unnamed Company (hereinafter called "Developer") for the
purpose of examination, editing, play testing, or consideration for
publication (hereinafter called "Purpose"), by the party who's legal
signature appears at the end of this agreement (hereinafter called
"Recipient").

1. The term "Proprietary
Information" means any and all information, in any form, whether of a
technical or commercial nature, relating to the Purpose which is disclosed
prior or subsequent to the date of this Agreement by the disclosing party to
the recipient and identified by the disclosing party at the time of
disclosure as being proprietary. Information disclosed in a form other than
writing shall be confirmed in writing by the disclosing party as being
proprietary within thirty (30) days of disclosure.

2. Proprietary Information shall
not include information which, at the date of signature hereof, or
thereafter becomes public domain, is known to the recipient prior to being
disclosed by the disclosing party, in which case the recipient will notify
to the disclosing party within 7 days that the information was already known
prior to disclosure, is developed independently by the recipient, or is
legally obtained by the recipient at any time from other sources who are not
subject to proprietary restrictions. The recipient shall have the burden of
proof in establishing any of the above mentioned exceptions.

3. The recipient agrees to use
the Proprietary Information solely for the mutual benefit of parties in
furtherance of the above stated Purpose, as specifically approved by the
disclosing party, and agrees not to disclose the Proprietary Information to
any third party or to any of its affiliates, employees or agents except as
may be required to conduct the above mentioned Purpose. Any such disclosure
to third parties shall be subject to the prior written consent of the
disclosing party and shall be conditioned upon obtaining in advance a
non-disclosure Agreement substantially in the form of this Agreement.

4. The recipient agrees to
retain the Proprietary Information of the disclosing party in confidence and
to exercise towards it at least the same degree of care and protection that
it takes to safeguard its own Proprietary Information.

5. The Proprietary Information
of each party, or any part thereof, whether capable of being copyrighted,
patented, or otherwise registered at law, or not, is for the purposes of
this Agreement acknowledged by the recipient as being the sole property of
the disclosing party.

6. Nothing in this Agreement
shall be construed as granting to the recipient any rights by license or
otherwise, express or implied, to or in any of the disclosing party's
patents, non-patented inventions or other intellectual property. No
representation or warranty is made by the disclosing party with respect to
information disclosed.

7. This Agreement shall remain
in force and effect throughout the period in which the recipient is actively
engaged in the execution of the Purpose and for a period of Ten (10) years
thereafter.

8. Promptly upon the termination
of this Agreement, unless otherwise agreed in writing by both parties, The
Recipient will deliver to the Developer all such materials and copies
thereof including deleting of all computer files from any storage device the
Recipient has maintained them on, unless written permission is given to
retain these Works, upon completion of the review. The Recipient shall not
use or disclose to any person , firm, or entity any proprietary,
confidential, trade secret information of the Developer without the
Developer's express, prior, written permission. The Recipient may not post
comments about or copies of any software being reviewed to commercial,
public, private or Internet computer services or bulletin boards.

9. Nothing herein (including the
exchange of Proprietary Information hereunder) shall be deemed as obligating
the parties to enter into any business relationship with respect to the
Project or otherwise.

10. Each Party shall fully
indemnify the other against any and all actions, claims, liability, costs,
damages, charges and expenses suffered or incurred in connection with or
arising out of any breach by a Party of any of the provisions of this
Agreement or by any unauthorized disclosure or use of Proprietary
Information by a third party or by any employee of any party to whom
Proprietary Information has been disclosed or who has been allowed access
thereto and acknowledges and confirms that a breach of its obligations
hereunder cannot be compensated adequately by an award of damages or
indemnity or other pecuniary remedy but the other Party shall also be
entitled in the event of any such breach to the remedies of injunction
specific performance or other equitable relief in respect of any such
breach. Nothing in this Clause 10 shall be construed as a waiver by either
Party of any of its rights including rights to damages or indemnity or other
pecuniary remedy.

11. This Agreement shall be
governed by and construed in accordance with the laws of The United States
and any dispute arising under or in connection herewith shall be presented
in and determined by these courts exclusively, with the Recipient waiving
any and all applicable international and national laws.

 By check marking all paragraphs above, I attest that I have read, fully understand, and accept all provisions of this agreement.            

        

 Date

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 Last Name

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 Work Phone Number

 Fax Number

I do hereby attest that all information I have provided is correct, and agree to comply fully with all provisions of this agreement.