NDA Game Template Sample
Replace elements between "[ ]"
NON-DISCLOSURE AGREEMENT (NDA)
Between:
The Disclosing Party: [Full Legal Name of the Video Game Company], a [Type of company, e.g., SpA, Ltda., S.A.] incorporated under the laws of the Republic of [Country], with DNI [Company's DNI Number], with domicile at [Full address of the video game company], hereinafter referred to as "The Company".
And:
The Receiving Party: Any individual or entity who accesses, uses, or interacts with The Company's video games, platforms, or services, hereinafter referred to as "The Player" or "The User".
Collectively, "The Parties".
WHEREAS:
The Company is a video game developer, owner of valuable confidential, proprietary, and/or licensed information related to its products, operations, and business plans. The Player, by accessing, using, and/or interacting with The Company's video games, platforms, or services, will have access to certain Confidential Information of The Company. The Parties wish to establish a confidential relationship and protect the Confidential Information that is shared or accessed by The Player in the context of their interaction with The Company and its products. THEREFORE, THE PARTIES AGREE TO THE FOLLOWING:
CLAUSE FIRST: DEFINITION OF CONFIDENTIAL INFORMATION
For the purposes of this Agreement, "Confidential Information" shall mean any information, data, material, knowledge, or secret, whether technical, technological, commercial, financial, strategic, operational, or of any other nature, that is owned by The Company or over which The Company holds rights of use or licensing, and which has been or is disclosed, revealed, known, accessed, or made available to The Player by The Company, its employees, agents, advisors, or through the use of its video games or platforms, whether orally, in writing, visually, electronically, or by any other means, before or after the date of this Agreement.
Confidential Information shall include, but not be limited to, the following:
a) Trade Secrets: Formulas, methods, video game development processes, proprietary algorithms, internal system designs, internal development tools, and any other exclusive know-how of The Company. b) Financial Information: Financial projections, budgets, sales data, profit margins, development and operational costs, investment information, and any other economic data related to The Company. c) Business Strategies: Marketing plans (including future releases or updates), expansion strategies, monetization models, strategic alliances, acquisition plans, and any other information related to The Company's strategic direction. d) Technical and Technological Information: Inventions (patented or not), software developments, software design documentation, technical specifications, prototypes, source and object code, data compilations, databases, and any other technological or technical information related to The Company's video games and platforms. e) Video Game Mechanics, Design, and Structure: Unreleased game concepts, plots, characters, maps, levels, game systems, user interfaces, concept art, animations, sound effects, soundtracks, and any other elements related to the internal design and structure of the video games. f) Source and Object Code: The entirety of the source and object code of the video games and any associated software developed by The Company. g) Customer and Supplier Data: Customer lists, user databases, players' personal information, game data, supplier contact information, contractual terms, and any other information related to The Company's relationship with its customers and suppliers. h) Human Resources Information: Personal data of employees, salaries, performance evaluations, compensation plans, and any other sensitive information related to The Company's personnel. i) Any Other Sensitive Information: Any other information that, by its nature or the circumstances of its disclosure, is reasonably understood to be confidential or is designated as such by The Company.
CLAUSE SECOND: PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to establish a confidential relationship between The Company and The Player to protect the Confidential Information that The Player may access, use, or learn in the context of their interaction with The Company's video games and services, ensuring that such information is not disclosed or used without authorization.
CLAUSE THIRD: OBLIGATIONS OF THE RECEIVING PARTY (THE PLAYER)
The Player undertakes and agrees to:
a) Maintain the Confidential Information in strict confidence, not disclosing, revealing, sharing, or transmitting it, directly or indirectly, to any unauthorized third party. b) Use the Confidential Information solely for the purpose set forth in Clause Second, i.e., for their legitimate interaction with The Company's video games and services. c) Protect the Confidential Information with the same degree of care and diligence that they use to protect their own confidential information of a similar nature, and in no case with less than reasonable diligence. d) Not copy, reproduce, modify, decompile, disassemble, reverse engineer, or attempt to derive the source code of the video games or any other Confidential Information, except as expressly permitted by law. e) Immediately notify The Company, via [Specific email address or contact method for notifications], if they become aware of any unauthorized disclosure, use, or access to the Confidential Information. f) Upon termination of their relationship with The Company's services or video games, or at any time upon The Company's request, return or destroy (as per The Company's instructions) all Confidential Information (including copies, summaries, notes, etc.) in their possession or control, certifying compliance in writing if requested.
CLAUSE FOURTH: EXCEPTIONS TO CONFIDENTIALITY
The confidentiality obligations set forth in this Agreement shall not apply to information that The Player can demonstrate:
a) Was publicly known prior to its disclosure by The Company and not as a result of an act or omission by The Player or a third party in breach of a confidentiality obligation. b) Was lawfully known by The Player, without any restriction on its disclosure or use, prior to its receipt from The Company. c) Was independently developed by The Player without the use of or reference to The Company's Confidential Information. d) Is required to be disclosed by a competent judicial or administrative authority, or by mandate of applicable law, provided that The Player immediately notifies The Company (whenever legally permissible) so that The Company may seek a protective order or any other appropriate remedy.
SPECIFIC EXCEPTION: GAMEPLAY CONTENT:
Notwithstanding the foregoing, The Player shall be permitted to upload content categorized as "Gameplay" (audiovisual material of the video game in use, without modifications affecting the source code or internal structure of the game). However, it is an inalienable obligation of The Player:
a) To Protect Content against Unauthorized AI Use: To ensure that the uploaded Gameplay content is not used or processed by artificial intelligences (AI) or machine learning technologies without The Company's express prior written authorization, for purposes such as replication, generation of new content, or analysis that could reveal confidential information. b) To Ensure Ownership of Uploaded Content: To guarantee that The Player is the sole and legitimate owner of the Gameplay content they upload and share, assuming full responsibility for it and indemnifying The Company against any third-party claims related to the authorship or rights over such content.
CLAUSE FIFTH: DURATION OF THE AGREEMENT
The confidentiality obligations and other provisions contained in this Agreement shall be of indefinite duration and shall remain in full force and effect, even after The Player's relationship with The Company's video games or services ceases.
CLAUSE SIXTH: CONSEQUENCES OF BREACH
In the event of a breach by The Player of any of the confidentiality obligations set forth in this Agreement, The Company shall be entitled to:
a) Demand compensation for direct and indirect damages, including lost profits and actual damages, caused by such breach. b) Request from the competent courts the adoption of injunctive relief or injunctions to prevent or stop the unauthorized disclosure or use of Confidential Information. c) Request and access The Player's data for legal purposes: The Player grants The Company the irrevocable right to request and obtain all their relevant personal and activity data, including, but not limited to, connection logs, usage data from third-party platforms (such as YouTube, Twitch, etc.), device information, and any other necessary information, for the sole purpose of initiating or continuing legal actions against The Player for the breach of this Agreement. The Player expressly waives any objection regarding the privacy of such data in the context of potential litigation arising from this breach. d) Demand content destruction: The Company may immediately demand the destruction or deletion of any Confidential Information or content that has been disclosed or used in contravention of this Agreement. e) Claim on Third-Party Platforms: The Player expressly agrees that, should the breach involve the disclosure of Confidential Information through third-party platforms such as YouTube, Twitch, social media, or any other content or communication platform, and such breach warrants serious consequences in The Company's judgment (including, but not limited to, trade secret leakage, reputational damage, substantial financial loss), The Company shall have the right to initiate claims, copyright notifications, content takedown requests (DMCA takedowns), or any other legal or contractual action permitted by the terms of service of such platforms or applicable law, without prejudice to other legal actions The Company may undertake directly against The Player.
The Parties agree that a breach of the confidentiality obligations could cause irreparable harm to The Company, the quantification of which may be difficult. Therefore, in addition to the remedies mentioned above, The Company shall be entitled to seek any other remedy available in equity or at law.
CLAUSE SEVENTH: NO LICENSE OR GRANT OF RIGHTS
This Agreement does not constitute and shall not be construed as a grant of license, nor a grant of any right, express or implied, by The Company to The Player over the Confidential Information, including, but not limited to, intellectual property rights such as patents, copyrights, trademarks, trade secrets, or know-how. All Confidential Information and the intellectual property rights therein shall remain the exclusive property of The Company.
CLAUSE EIGHTH: INDEPENDENCE OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, employment relationship, agency, or any other relationship other than that of independent contracting parties. Neither Party shall have the authority to bind the other or to incur debts or obligations on behalf of the other Party.
CLAUSE NINTH: ENTIRE AGREEMENT
This Agreement constitutes the entire and sole agreement between The Parties with respect to the confidentiality of the Confidential Information and supersedes all prior agreements, understandings, or representations, oral or written, related to the subject matter hereof. Any modification or amendment to this Agreement must be in writing and signed by both Parties.
CLAUSE TENTH: GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the Republic of [Country]. For the resolution of any controversy or dispute arising out of or in connection with this Agreement, the Parties submit to the exclusive jurisdiction of the ordinary courts of the city of Santiago, [Country], expressly waiving any other forum or jurisdiction that might otherwise correspond to them by reason of their present or future domiciles.
IN WITNESS WHEREOF, and for the record, the Parties execute this Agreement in [City, Country], on this [Day] day of [Month], [Year].
[COMPANY'S SIGNATURE] [Full Name of Legal Representative] [Title of Legal Representative] [Name of the Video Game Company]
[Acknowledgement by THE PLAYER/USER] By accessing, using, or interacting with The Company's video games, platforms, or services, The Player/User hereby acknowledges and agrees to be bound by the terms and conditions of this Non-Disclosure Agreement.