Non disclosure agreement [NDA]
THIS NDA is made as of the date (the “Effective Date”), by and between name born on Birthdate in
Place, Country, currently residing at Address, with Facebook Username: _____________________,
and Utomik Username: _____________________ , herein after referred to as “Tester”, and Utomik
BV, a company registered in The Netherlands at Paradijslaan 5, 5611 KM Eindhoven, hereinafter
referred to as “Utomik”.
RECITALS
WHEREAS, Utomik is in the business of digital distribution of software and games via the Utomik Website and/or
the Utomik App (as defined below); and
WHEREAS, Tester desires to use Utomik’s Products through the Utomik App and the Utomik Website even
though they are at an early beta stage.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and benefits set forth
below, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the
parties, and with the intent to be legally bound hereby, the parties agree as follows:
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DEFINITIONS
“Product(s)” shall mean, in the singular, any one (1), or in the plural, any two (2) or more, of the Software titles and their
related documentation, running within the Utomik App.
“Utomik App” shall mean the application that end users use to purchase and or access Products.
“Utomik Website” shall mean the Internet website maintained by Utomik with a homepage address of
http://www.utomik.com
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CONFIDENTIALITY
Tester acknowledges and agrees that certain information which it may receive from Utomik from time to time will be
Confidential Information. For purposes hereof, the term “Confidential Information” shall mean: (i) any research,
development, source code and other information concerning or related to the Products, the Utomik App or the Utomik
Website that are not readily known to the public and that are intended by Utomik to be confidential and marked as such;
(ii) any information concerning the terms and conditions of this Agreement, except for disclosures made to third parties
with the prior written consent of the other party, which shall not be unreasonably withheld; and (iii) any other non-public
information which if disclosed to a third party could adversely affect a competitive advantage of Utomik whose
information was disclosed. Tester shall not directly or indirectly disclose any such Confidential Information to any third
party without the prior written consent of the other party.
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TERMINATION
This Agreement shall become effective as of the date first above-written, and shall remain in effect for one (1) year
thereafter. Notwithstanding the foregoing, the Tester’s duty to protect Confidential Information in accordance with the
terms hereof shall remain in effect and survive the termination of this Agreement until such time as such information is
no longer deemed confidential.
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EQUITABLE AND LEGAL RELIEF
Tester acknowledges that all of Utomik's Confidential Information is owned solely by Utomik (and/or its licensors) and
that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant
injury, the degree of which may be difficult to ascertain. Accordingly, each party agrees that Utomik shall have the right
to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or
disclosure of the Confidential Information. Each party shall also have the right to pursue any other rights or remedies
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available at law or equity for such a breach. If either party employs attorneys to enforce any rights arising out of or relating
to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
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NOTICES
Whenever under this Agreement provision is made for notice of any kind, such notice must be in writing, addressed to the
recipient party at its address first set forth above (or such subsequent new address identified from time to time by written
notice) and served via: (a) first class mail, with postage prepaid; (b) certified or registered mail, return receipt requested;
(c) personal delivery to the recipient; (d) overnight delivery by a nationally recognized overnight delivery courier; or (e)
email or facsimile. The effective date of a notice shall be the earlier of the date of actual receipt by the recipient party,
the date that is one day following deposit with a proper overnight delivery courier or the date that is two (2) days following
deposit with the local. Postal Service. All notices so given will be deemed given upon the earlier of receipt or two (2)
business days after dispatch.
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ENTIRE AGREEMENT
This Agreement sets forth the entire and integrated agreement of the parties with respect to the subject matter hereof.
All prior agreements, statements, promises, negotiations and representations between or by the parties or their agents,
regardless whether written or oral, are expressly merged in this document and, if not contained in this Agreement, are of
no force or effect. This Agreement cannot be modified, changed, altered, or discharged, except by an agreement in writing
signed by both parties.
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GOVERNING LAW
The Agreement will be governed by the laws of The Netherlands without giving effect to the principles of conflicts of law.
Each party irrevocably consents to the exclusive jurisdiction and venue of the courts which have competent jurisdiction
for Tester in The Netherlands in connection with any action to enforce the provisions of the Agreement, to recover
damages or other relief for breach or default under the Agreement, or otherwise arising under or by reason of the
Agreement.
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SEVERABILITY
If any term or provision of this Agreement is deemed unenforceable or illegal as to any event or person, it shall be deemed
severed from this Agreement, and the balance of this Agreement shall be enforced to the greatest extent possible.
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COUNTERPARTS
This Agreement may be executed and delivered in one (1) or more counterparts, each of which shall be deemed an original,
and all of which together shall constitute one (1) and the same instrument. Further, this Agreement may be executed and
delivered by the parties via electronic transmission, including fax and e-mail.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of date first set forth above.
Tester:
Utomik:
On behalf of Tester
Name:
____________________
On behalf of Utomik
Name: Doki Tops
Title: CEO
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