NON-DISCLOSURE AGREEMENT
This Agreement is made and entered into by and between Wargaming.net LLP, a partnership duly organized and existing under English law having its principal place of business at Office 415, 60 Cannon Street, London EC4N 6NP, UK (hereinafter called “WN”) and you, private user (hereinafter called “USER”).
WHEREAS, WN and USER engaged in discussions in contemplation of performing tests of the massive multiplayer game «World of Warplanes» (hereinafter called “GAME”), and in connection with such testing, WN expect to disclose to USER the Confidential Information, defined as below, in accordance with the conditions of this Agreement,
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITION OF THE CONFIDENTIAL INFORMATION. The term of the “Confidential Information” to be used in this Agreement shall mean; (i) the fact that the parties hereto negotiate or negotiated each other with respect to the business possibility and any of the terms determined by the parties under such negotiation, until and unless WN and USER make a press release or similar statement mutually accepted by both parties describing the existence of any relationship between the parties and the scope of their respective activities thereunder; and (ii) any and all information disclosed by WN to the in any form, including, but not limited to research, software, services, development, projects, designs, products, inventions, processes, drawings, engineering, marketing, know-how, films, discs, data, documents and materials, provided that any of the Confidential Information shall be designated confidential or secret by the WN at the time of disclosure and in case the Confidential Information is disclosed orally.
2. CONFIDENTIALITY OBLIGATION. The USER shall strictly keep the Confidential Information secret, and shall not disclose the same to any third party without the prior written consent of the WN. Without prior written consent of the WN, the USER shall not use the Confidential Information for any purpose other than intended by both parties hereunder.
3. OWNERSHIP OF THE CONFIDENTIAL INFORMATION. The USER understands and agrees that the Confidential Information disclosed by the WN shall be the sole and exclusive property of the WN, and the USER shall not acquire any right or license pertaining to the Confidential Information under this Agreement.
4. RETURN OF THE DOCUMENTS. The USER agrees that it shall, promptly upon the WN’s request, return any and all the tangible media in or on which the Confidential Information is described or recorded, including, but not limited to any product, computer program, design, drawing, film, document or other material.
5. EXCLUSION FROM THE CONFIDENTIAL INFORMATION. Any confidentiality obligation of the USER under this Agreement shall not apply to any information which: (i) is in the public domain at the time of disclosure by the WN; (ii) becomes to the public domain after the time of disclosure by the WN through no fault of the USER; (iii) is developed USER independently without any reference to the Confidential Information; (iv) is in the USER’s possession rightfully from a third party that shall not be obliged to keep it secret; (v) is disclosed to third parties by the WN without any confidential obligation; or (vi) is disclosed by the USER in accordance with laws, regulations or orders of any governmental authorities; provided, however, that the USER shall document or otherwise prove the fact set forth in subparagraph (i), (ii), (iii), (iv), (v) and (vi) of this Section 5.
6. EFFECTIVE TERM OF OBLIGATION. The USER’s obligation under this Agreement shall be effective for the period of five (5) years from the date of disclosure of the Confidential Information.
7. GOVERNING LAW. This Agreement and its interpretation and all disputes between the parties arising in any manner hereunder, shall be governed by and construed in accordance with the English Law of the United Kingdom, without giving effect to any choice or conflict of law provision or rule (whether the United Kingdom or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those English Law of the United Kingdom.
8. JURISDICTION. All disputes, controversies or differences which may arise between the parties hereto in relation to or in connection with this Agreement, shall be exclusively submitted to the exclusive jurisdiction of the English courts in London, United Kingdom.
9. REMEDIES. The USER acknowledges and agrees that the USER’s breach of any provision of this Agreement and/or any unauthorized use of the Confidential Information will cause irreparable harm, damage and loss to the WN, and that the WN may seek preliminary and permanent injunctive relief against the breach or threatened breach by the USER of this Agreement, in addition to any other remedies which may be available, including, without limitation, claim for damages and permanent ban of all USER’s accounts in Wargaming.net LLP games and services.
10. ACKNOWLEDGEMENT. The USER acknowledges and agrees that USER has read and understand the foregoing Agreement and agrees that by clicking “Accept” or installing the GAME the USER is acknowledging his agreement to be bound by the terms and conditions of this Non-Disclosure Agreement.
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