ReverseWinterStudios LLC
NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made by and between ReverseWinterStudios LLC a Alabama Limited Liability Company, ("REVERSEWINTERSTUDIOS"), and the person or entity identified by you in the “Company Legal Name” field in connection with the Agreement completion process (“Company”),and is effective on the date that ReverseWinterStudios provides you with confirmation of its acceptance. ("Effective Date")

In consideration of the promises and covenants contained in this Agreement, the parties hereto agree as follows:

A.   CONFIDENTIAL INFORMATION

As used in this Agreement, “Confidential Information” means information which REVERSEWINTERSTUDIOS or its Affiliate(s) designate to Company as being confidential or which, based on the nature of such information and the circumstances surrounding its disclosure, ought in good faith to be treated as confidential.  Confidential Information includes, but is not limited to, any discussions and materials regarding unreleased ReverseWinterStudios products between ReverseWinterStudios, or its Affiliate(s), and the Company, and the terms of any ReverseWinterStudios agreement or agreement template.  Confidential Information shall not, however, include information Company can conclusively establish: (i) has entered the public domain without Company’s breach of any obligation owed to REVERSEWINTERSTUDIOS; (ii) is rightfully received by Company from a third party without confidentiality restrictions; (iii) is known to Company without any restriction as to use or disclosure prior to first receipt by Company from REVERSEWINTERSTUDIOS; or (iv) is independently developed by Company.  An “Affiliate” of a party to this Agreement means any entity that directly or indirectly controls, is controlled by, or is under common control with REVERSEWINTERSTUDIOS.

B.   RESTRICTIONS

      1.   Company shall not disclose any Confidential Information to third parties following the date of its disclosure by REVERSEWINTERSTUDIOS to Company. Company shall only use the Confidential Information for pursuing Company’s business relationship with REVERSEWINTERSTUDIOS, and only as expressly permitted in this Agreement.

      2.   Company shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information.  Company may disclose Confidential Information only to Company’s employees on a need-to-know basis. 

      3.   Company may not reverse-engineer, decompile, or disassemble any software disclosed to Company hereunder.

C.   RIGHTS AND REMEDIES

      1.   Company shall notify REVERSEWINTERSTUDIOS promptly upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by Company, and will cooperate with REVERSEWINTERSTUDIOS in every reasonable way to help REVERSEWINTERSTUDIOS regain possession of the Confidential Information and prevent any further unauthorized use.

      2.   Company shall return all originals, copies, reproductions, and summaries of Confidential Information at REVERSEWINTERSTUDIOS’s request or, at REVERSEWINTERSTUDIOS’s option, certify destruction of the same.

      3.   Company acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure or use of Confidential Information and that REVERSEWINTERSTUDIOS may seek, without waiving any other rights or remedies, such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

D.   MISCELLANEOUS

      1.   All Confidential Information is and shall remain the property of REVERSEWINTERSTUDIOS or its suppliers. By disclosing information to Company, REVERSEWINTERSTUDIOS does not grant any express or implied right to Company to or under any REVERSEWINTERSTUDIOS patents, copyrights, trademarks, or other proprietary or intellectual property rights.

      2.   This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior discussions between them as to such subject matter.  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 any act or acquiescence on the part of REVERSEWINTERSTUDIOS, its agents, or employees, but only by an instrument in writing signed by an authorized officer of REVERSEWINTERSTUDIOS.  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.

      3.   If either REVERSEWINTERSTUDIOS or Company employs attorneys to enforce any rights arising out of or in relation to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees. This Agreement shall be construed and controlled by the laws of the State of Washington, and Company further consents to jurisdiction by the state and federal courts sitting in the State of Washington.  Process may be served on either party by U.S. Mail, postage paid, certified or registered, return receipt requested, or by such other method as is authorized by the Washington Long Arm Statute.

      4.   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.

      5.   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.

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