Please remember that this is a closed playtest. The gameplay you are being provided access to, as well as any corresponding documents or other materials, are Confidential Information (defined below) and cannot be shared with anybody. Any such sharing will constitute a violation of this Non-Disclosure Agreement, which you must review and agree to as a condition to your participating in the playtest.

NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement (“Agreement”) is made and entered into as of the date of your acceptance between Tencent America LLC (“Tencent America,” and along with Tencent Holdings Limited and other members of its corporate group, collectively “Tencent Group”) and

you (“Recipient”). As used herein, “Tencent” shall include Tencent America, Tencent Group, and the employees and third-party advisers of Tencent America and Tencent Group.

 

1.           Purpose. The parties wish to explore a collaboration of mutual interest and in connection with this opportunity, Tencent has disclosed, and may further disclose to Recipient certain confidential and proprietary technical and business information that Tencent desires Recipient to treat as confidential.

2.           “Confidential Information” means any information disclosed to Recipient by Tencent, directly or indirectly, in writing, orally, or by inspection of tangible objects, whether in oral, written, graphic, machine readable or other form (including, without limitation, financial information, marketing plans, business strategies, plans, proposals, prospect and customer lists, research, development, know-how, computer software, prototypes, models, samples, designs, source code, data, techniques, systems, processes, works of authorship, projects, flow charts, and plant and equipment). Confidential Information will include the items set forth in any Appendix attached to this Agreement. Confidential Information may also include information disclosed to Tencent by third parties. Confidential Information will not, however, include any information that Recipient can demonstrate (a) was publicly known and made generally available in the public domain prior to the time of disclosure to Recipient by Tencent; (b) became publicly known and made generally available after disclosure to Recipient by Tencent through no action or inaction of Recipient; or (c) was in the possession of Recipient, without confidentiality restrictions, at the time of disclosure by Tencent, as shown by Recipient’s files and records.

3.           Non-use and Nondisclosure. Recipient will not use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential collaboration with Tencent. Recipient will not disclose any Confidential Information to third parties or to employees of Recipient, except to those employees who are required to have the Confidential Information in order to evaluate or engage in discussions concerning the contemplated business relationship, provided that Recipient shall remain responsible for any breach of the obligations hereunder by any such employees as if they were a party hereto and such breach by such employees shall be deemed as Recipient’s breach of this Agreement. Recipient will not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody Tencent’s Confidential Information and that are provided to Recipient in accordance with this Agreement.

4.           Maintenance of Confidentiality. Recipient will keep the Confidential Information strictly confidential and shall not disclose or make unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient will take at least those measures that Recipient takes to protect its own most highly confidential information (provided that such degree of care shall not be less than reasonable care) and, prior to any disclosure of Confidential Information to its employees, will have such employees sign a non-use and nondisclosure agreement that is substantially similar in content to this Agreement. Recipient will not make any copies of Confidential Information unless approved in writing by the Tencent. Recipient will reproduce Tencent’s proprietary rights notices on all approved copies. Recipient will immediately notify Tencent in the event of any unauthorized use or disclosure of the Confidential Information. FOR CLARITY, NO SHARING OF SCREENSHOTS, GAMEPLAY VIDEOS, OR LIVE STREAMING OF GAME CONTENT IS PERMITTED; SUCH CONDUCT WILL VIOLATE THIS AGREEMENT.

5.           No Obligation. Nothing in this Agreement will obligate Tencent or Recipient to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement.

 

6.           No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” TENCENT MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION.

7.           Return of Materials. All documents and other tangible objects containing or representing Confidential Information and all copies of them will be and remain the property of Tencent. Upon Tencent’s request, Recipient will (a) promptly deliver to Tencent all Confidential Information, without retaining any copies, and (b) promptly destroy analyses, studies, and other documents prepared based on the Confidential Information, without retaining copies.

8.           No License. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, or other intellectual property right of Tencent, nor will this Agreement grant Recipient any rights in or to the Confidential Information, except as expressly set forth in this Agreement.

9.           Term. This Agreement will survive until all Confidential Information becomes publicly known and made generally available through no action or inaction of Recipient.

10.       Remedies. Recipient acknowledges that any breach or threatened breach of this Agreement would cause irreparable harm to Tencent, and in addition to any other remedies at law or in equity that Tencent may have, Tencent is entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.

11.       Indemnification. Recipient agrees to indemnify and hold harmless Tencent from any damage, loss, cost, or liability (including reasonable attorney fees) arising or resulting from any unauthorized use or disclosure of the Confidential Information by Recipient or any of its employees.

12.       Recipient Information. Tencent does not wish to receive any confidential or proprietary information from Recipient, and Tencent assumes no obligation, either express or implied, with respect to any information disclosed by Recipient.

13.       Miscellaneous. This Agreement will bind and inure to the benefit of the parties and their successors and assigns. This Agreement will be governed by the laws of the State of California, without reference to conflict of laws principles. Without limiting Tencent’s right to seek equitable relief, including temporary, preliminary and/or permanent injunctive relief, in any court of competent jurisdiction pursuant to Section 10, all disputes shall be exclusively referred to and finally settled by binding arbitration before three (3) arbitrators under the auspices of the American Arbitration Association (the “Association”) and under the rules of the said Association in force at the commencement of such arbitration proceedings. The arbitration proceedings shall be conducted in the English language and take place in Santa Clara county or any other place on which the arbitrators and the parties mutually agree. This document contains the entire agreement between the parties with respect to the subject matter of this Agreement. Any failure to enforce any provision of this Agreement will not constitute a waiver of that provision or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties. This Agreement may be executed in two or more counterparts, each of which is deemed to be an original, but all of which constitute the same agreement.