also I just googled it and it turned up some results.

God Bless!

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Sam Washburn

[This message has been edited by samw3 (edited June 27, 2007).]

[This message has been edited by Cohort X (edited June 27, 2007).]

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"The generation of random numbers is too important to leave to chance."
Soterion Studios

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|steveth45|
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[This message has been edited by steveth45 (edited June 28, 2007).]

You can also look at your own contract with your current employer. There are usually statements in there about giving away trade secrets and such.

@Sam - Thanks for the links. I've searched google and I'm interested in what CCNers say about it.

@Ken - I'll look into the local laws, I never even thought about that.

Just in case you're wondering, Two Guys Software Inc. is the umbrella corporation while XrucifiX and ICE are 2 separate LLC's.

Just modify to your needs and replace TGS with your name/address.

quote:

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NON-DISCLOSURE AGREEMENT

This Agreement is made and entered into on __________________________.

BETWEEN :-

(1) Two Guys Software Inc. 7512 152A Ave, Edmonton, Alberta Canada T5C 2Z7

(2) _______________, Residing at:___________________________________________
______________________________________________ (hereinafter "Receiving Party").

WHEREAS :-

1 Two Guys Software Inc. develops and uses valuable technical and non-technical confidential and proprietary software and software information.

2 Receiving Party is interested in receiving certain Confidential Information (as defined hereunder) from Two Guys Software Inc. for the purpose of obtaining project details.

NOW THEREFORE, in consideration of the disclosure of such Proprietary/Confidential Information and the mutual covenants and promises herein contained, it is agreed as follows :-

1 For purposes of this Agreement, "Confidential Information" shall mean information or material proprietary to Two Guys Software Inc. of which Receiving Party may obtain knowledge or access. "Confidential Information" includes, but is not limited to, the following types of information and other information of a similar nature, whether or not set forth in writing : discoveries, ideas, concepts, papers, software in various stages of development, designs, drawings, specifications, techniques, models, prototypes, data, source code, object code, documentation, manuals, diagrams, flow charts, schematics, research, process, procedures, functions, "know-how", marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies and financial information. "Confidential Information" shall also include any information described as proprietary or designated as confidential information, whether or not owned or developed by Two Guys Software Inc., and whether or not copyrighted or information disclosed to Two Guys Software Inc. by any third party which information Two Guys Software Inc. is obligated to treat as confidential or proprietary information.

2 All Confidential Information disclosed by Two Guys Software Inc. shall, between Two Guys Software Inc. and Receiving Party, remain the property of Two Guys Software Inc.. Two Guys Software Inc is not hereby granting or extending to Receiving Party any rights of any kind under any patent, copyright, trademark, or other intellectual property rights which Two Guys Software Inc. may now have or may hereby obtain with respect to the Confidential Information.

3 Receiving Party shall use the Confidential Information only for the above-stated purposes, unless otherwise agreed to by further written agreement of the parties, and shall keep confidential and not disclose the Confidential Information to any other person, firm or corporation, except to the extent that any Confidential Information:

(i) is now or subsequently becomes generally known or available by publication, commercial use or otherwise, through no act or fault on the part of Receiving Party;

(ii) is known by Receiving Party at the time of receiving such information; or

(iii) is hereafter rightfully furnished to Receiving Party by a third party without breach of any separate non-disclosure obligation.

4 Receiving Party agrees that no Confidential Information shall be disclosed to any officer, employee, or agent of Receiving Party, unless such person shall have a need to know such information in order to carry out the above-stated purposes. Receiving Party shall take all reasonable precautions to ensure against any breach of confidentiality and will advise its employees who have access to any Confidential Information of the confidential nature thereof and of the limitation with respect to its permitted use to the above-stated purposes.

5 Not withstanding the conclusion or termination of the parties' relationship as described herein, whether due to cancellation by either party upon written notice to the other or otherwise, Receiving Party shall continue to fulfill its obligations hereunder and to maintain the confidentiality of the Confidential Information for a period of five (5) years thereafter.

6 All Confidential Information, existing in written form or recorded in any other tangible medium, shall be returned to Two Guys Software Inc. upon its request, together with any reproductions or copies thereof.

7 Upon written request of Receiving Party, Two Guys Software Inc. may in its sole discretion give permission, valid only to the extent given in writing and signed by a duly authorized representative of Two Guys Software Inc., to Receiving Party to disclose Confidential Information otherwise required to be kept confidential by this Agreement.

8 Receiving Party agrees that Two Guys Software Inc. will suffer irreparable harm if Receiving Party fails to comply with its obligations set forth herein, and further agrees that monetary damages will be inadequate to compensate Two Guys Software Inc. for any such breach. Accordingly, Receiving Party agrees that Two Guys Software Inc. will, in addition to any other remedies available to it at law or in equity, be entitled to the issuance of injunctive relief to enforce the provision hereof.

9 Receiving Party agrees that if it fails to comply with its obligation, as set forth herein, Two Guys Software Inc. shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or benefits which Receiving Party directly or indirectly has realized and/or may realize as a result of, growing out of, or in connection with any such violation. Such remedy shall be in addition to and not in limitation of any injunctive relief or other remedies to which Two Guys Software Inc. may be entitled, at law or in equity, under this Agreement.

10 Neither party shall have the right to assign this Agreement (or any portion hereof) without the prior written consent of the other party. Any assignment without such consent shall be void and is a material breach hereof. Subject to the foregoing, this Agreement shall be binding upon the successors and authorized assigns of Receiving Party and shall inure to the benefits of the successors and authorized assigns of Two Guys Software Inc. No oral agreement, statement or representation shall alter its provisions.

11 This Agreement shall govern all matters referred to herein unless it is terminated by Two Guys Software Inc. giving the Receiving Party one month's notice to that effect. Upon the expiry of the notice, the Agreement shall be effectively terminated and all information and derivatives thereof shall be returned by the Receiving Party to Two Guys Software Inc. in accordance with Clause 10 above. Release or discussion of Confidential Information obtained thru Two Guys Software Inc. cannot be released for Five (5) years

12 Any notice or communication to be given under this Agreement shall be given if delivered in writing to the intended recipient at the address and marked for the attention of the person set out in this Agreement or as may be notified from time to time by the party concerned.

13 The failure of any party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's rights to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall remain in full force and effect.

14 The terms of this Agreement are confidential and shall not be disclosed to third parties without the written consent of all parties, except to the extent required by a court or regulatory agency of competent jurisdiction.

15 This Agreement shall be governed by and interpreted in accordance with the laws of Canada. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether oral or written. Should any provision of this Agreement be determined to be void, invalid or otherwise unenforceable by any court or tribunal of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect.

In witness whereof, the parties have executed this Agreement as of the date first written above.

Two Guys Software Receiving Party

Signature : ____________________________________

Name : ________________________________________

Designation : Receiving Party of Two Guys Software Inc.

Two Guys Software Corporate Representative

Signature : ____________________________________

Name : Mackenzie Ponech

Designation : CEO of Two Guys Software Inc.

Two Guys Software Corporate Representative

Signature : ____________________________________

Name : Patrick Ponech

Designation : CFO of Two Guys Software Inc.

---

quote:

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Two Guys Software Inc. is the umbrella corporation

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Thanks gump, this is awesome! I'll read through it all this evening and look at a few others I've found online that I like.

quote:

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Originally posted by mastallama:
Ok, most of you guys are nuts.

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I guess that's what it takes to be a standup comedian.

"Hey! Don't tell no one or I'll break your shins"

I had to sign an NDA for a beta test once. It basically just said
"You agree not to disclose any information or transfer to any other party any files that company XXX gives you in regard to this program."
I think Vice might be rather amused if I proposed he use ArchAngel's NDA.

For the fury alpha there was the EULA which people had to agree on, which went pretty detailed, even saying things like 'cannot reverse engineer, modify, tamper, etc. with the software provide (by auran)'.

It's definitely a good thing to get these sorts of documents figured out if external people (non developers) are going to have access to something which you sent your time on. It could mean quiet a lot down the track. I have heard of some projects without the paper work (NDAs, contracts, etc) which have been pretty much pulled from under their feet and actually 'stolen' however, there has been no paper work to define who 'owns' the rights to it, or to prevent other people from taking the ideas from it...

if it's something precious, just make sure to cover yourself...

EDIT: oh, and best way to write one... get a lawyer (experienced in game/software industry law) to write one up...

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jonwarner.net

[This message has been edited by dartsman (edited June 29, 2007).]

To me, nothing says, "I don't trust you, but I have a very high opinion of myself." like having someone sign an NDA before telling them about your idea for a project.

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|steveth45|
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quote:

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To me, nothing says, "I don't trust you, but I have a very high opinion of myself." like having someone sign an NDA before telling them about your idea for a project.

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What's wrong with that? I think if someone wants to be involved in a project but won't sign a NDA then they *really* don't want to be apart of it then. People are not trust worthy.

quote:

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Meh, I think video games are all in the execution and ideas are a dime a million. "I'm working on a MMO-action-RPG set in space with robots and genetically engineered monkeys. The robot vs. monkey combat will be revolutionary." Perhaps.

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Thats just stupid, I'm sure everyone at Blizzard had to sign NDA/Contracts for WoW, let alone every other major games studio would do the same. Ideas are precious. Take 'The Sims' as another major example.

quote:

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To me, nothing says, "I don't trust you, but I have a very high opinion of myself." like having someone sign an NDA before telling them about your idea for a project.

---

Sure I could see your point if it was just some 'hobby' project with no real revenue planned for the project. But when it comes down to the revenue earning projects, giving out ideas too early could see the revenue drop with competitors cashing in on some 'fresh idea'.

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jonwarner.net

Here is why: When you sign an NDA, you are willingly giving up some of your rights. For example, if you have an idea for a game, and it turns out that a somewhat similar idea for a game is covered by the NDA you've signed, too bad for you. Now you can be sued if you make a game that's remotely similar to something you learned under the NDA. It's only ever worth it to sign an NDA if that involves you getting money.

It's just my opinion, take it or leave it. But if you are trying to get a project off the ground and are offering people NDA's to sign, but no money to compensate for the rights they've just signed over, good luck. When someone hands me an NDA for their personal project, I have to ask myself, is it out of greed, narcissism, or ignorance? I want nothing to do with the first two, and if it truly is out of ignorance, then I probably don't want to get involved either.

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|steveth45|
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Does anyone else have an examples of NDA's they'd like to share? I've really enjoyed what I've read so far! I think this will be one of the least difficult legal documents I've ever written.

quote:

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It's only ever worth it to sign an NDA if that involves you getting money.

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haha... [sarcasm]yeah, I got lots of money from my Internship at a games studio and for Beta Testing the Axys Adventures game[/sarcasm]...

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jonwarner.net

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