Khymir Role-playing Game Playtester Non-disclosure Agreement

1. Purpose: this document describes the agreement between the playtester, hereafter the undersigned, and Mark E. Rogers and Richard C. Staats.

2. Intent: THE KHYMIR ROLE-PLAYING GAME PROPOSAL CONTAINS PROPRIETARY AND CONFIDENTIAL INFORMATION OF MARK E. ROGERS AND RICHARD C. STAATS AND SHALL NOT BE USED, DISCLOSED OR REPRODUCED, IN WHOLE OR IN PART, FOR ANY PURPOSE OTHER THAN TO EVALUATE THIS PROPOSAL, WITHOUT THE PRIOR WRITTEN CONSENT OF MARK E. ROGERS OR RICHARD C. STAATS. THIS DOCUMENT AND ALL INFORMATION CONTAINED HEREIN REMAINS AT ALL TIMES THE PROPERTY OF MARK E. ROGERS AND RICHARD C. STAATS.

3. Specific Provisions:

(a) The propriety and confidential information is copyright protected by US Federal and State laws as well as internationally recognized instruments and treaties, e.g., NAFTA (North American Free Trade Agreement) [effective, 1/1/94] and in the GATT (General Agreement on Tariffs and Trade) [effective 1/1/95].

(b) The undersigned shall ensure that copies made for evaluation purposes are collected and destroyed after the evaluation is completed (not to exceed six months from the date this agreement was executed). The undersigned may retain the original document as an archive copy.

(c) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior discussions between them as Confidential Information. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties. None of the provisions of this Agreement shall be deemed to have been waived by an act or acquiescence on the part of Mark E. Rogers or Richard C. Staats or their agents or employees, but only by an instrument in writing signed by Mark E. Rogers or Richard C. Staats or attorney acting on their behalf. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

(d) If either Mark E. Rogers or Richard C. Staats or the undersigned employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees. This Agreement shall be construed and controlled by the laws of the State of Delaware, and the undersigned further consents to jurisdiction by the state and federal courts sitting in the State of Delaware. Process may be served on either party by U.S. Mail, postage prepaid, certified or registered, return receipt requested.

(e) Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the parties, their successors and assigns.

(f) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

(g) All obligations created by this Agreement shall survive change or termination of the parties’ business relationship.

(h) The undersigned and witness must be a competent adults, able to execute contracts, eighteen years or older.

 

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