Confidentiality and Non-Disclosure Agreement


This Confidentiality and Non-Disclosure Agreement is entered into as of the Effective Date by and between Castle Soodalkov LLC, a Washington state limited liability company with an address at 91 Horizon Flats Rd., Winthrop, WA 98862 (the “Company”), and the undersigned (“you” or the “Confidant”).

The Company is in the business of developing and publishing interactive entertainment software products and has disclosed or may disclose Confidential Information to you that relate to its business and operations which could harm the Company if it were improperly disclosed or used by you. Therefore, the parties agree as follows:

1.Confidential Information. This Agreement shall apply to any Company information disclosed to you whether directly or indirectly in writing, orally, or by your inspection of tangible objects, including, without limitation, documents, prototypes, samples, plant and equipment, research, product plans, products, services, customer lists, software, code, developments, inventions, processes, designs, drawings, engineering, hardware configuration, marketing materials, and finances (collectively, “Confidential Information”). However, Confidential Information does not include (i) any information that is publicly available through a permissible disclosure; or, (ii) any information that was communicated to you by a non-confidential source before its disclosure to you by the Company, but only if (a) the source of information was not bound by a confidentiality agreement with the Company, or its affiliate, or otherwise prohibited from communicating the information to you and (b) you provide the Company with written notice of your prior possession of the information either (1) before the effective date of this Agreement or (2) promptly after you become aware that the information is Confidential Information; or, (iii) any information that was developed by you completely independently.

2.Confidentiality and Non-Disclosure. You agree to:

  1. Not use Confidential Information for any purpose, hold Confidential Information in strict confidence, and not disclose any Confidential Information or any information derived from Confidential Information to any person other than your employees, attorneys, accountants, and other advisors who need to know such Confidential Information for the purposes of this Agreement (your “Agents”);

  2. Inform your Agents of the confidential nature of Confidential Information and ensure they abide by the provisions of this Agreement;

  3. Not copy or reproduce any Confidential Information;

  4. Take reasonable measures to protect the secrecy of Confidential Information and to prevent disclosure or unauthorized use which are at least equal those measures you take to protect your own information;

  5. Not reverse engineer, disassemble, de-encrypt, decompile, or otherwise derive the design, logic, or structure of any prototypes, software, or other tangible or intangible objects which embody Confidential Information; and,

  6. Promptly notify the Company of any misuse or misappropriation of Confidential Information.

3.No Right or License. Nothing in this Agreement grants you or any party any ownership right or license to any Confidential Information.

4.Return of Materials. All documents and other tangible objects containing or representing Confidential Information and all copies are and shall remain the property of the Company and must be promptly returned to the Company upon request. If Confidential Information is in a form incapable of return or has been copied or transcribed into another document, it must be destroyed or erased. If you are unable to return or destroy any Confidential Information, you agree to keep such information confidential and make no use of it.

5.Required Disclosure. If you are required to disclose any Confidential Information by legal order or request, you agree to promptly notify the Company prior to making the disclosure so that the Company may seek an appropriate protective measure and you agree to provide reasonable assistance to the Company in obtaining such protective measure. If the Company does not obtain a protective order or other remedy or grants a waiver, then you may disclose that portion (and only that portion) of the Confidential Information that in the written opinion of the Company’s counsel the Company is required to disclose. After such disclosure, you agree to take all reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the disclosed Confidential Information.

6.Duration. The nondisclosure and confidentiality provisions of this Agreement shall survive the termination of this Agreement and your duty to hold such information in confidence shall remain in effect for five (5) years or until the Confidential Information no longer qualifies as a trade secret, whichever is longer, or until the Company sends you written notice releasing you from this Agreement.

7.No Impairment. Nothing in this Agreement shall limit or restrict either party’s ability to pursue or develop products or services similar to those of the other so long as such pursuit or development does not infringe on the intellectual property of the other or violate the terms of this Agreement.

8.Assignment. The Company reserves the right to assign this Agreement to any successor in interest, including, without limitation, the right to enforce all of the terms of this Agreement. You may not assign this Agreement or any of your rights under it without the prior written consent of the Company. Any such assignment or transfer without the Company’s consent shall be void.

9.No Obligation to Transact. Nothing in this Agreement obligates either party to conduct a transaction with the other unless and until the parties sign a written formal agreement setting forth the terms of such transaction. Nothing in this agreement obligates either party to sign such an agreement.

10.No Relationship. Nothing contained in this Agreement is intended to constitute or create a partnership, joint venture, employee, agency, or other legal relationship between the parties.

11.Amendments. This Agreement may not be amended except in a writing signed by both parties.

12.Waiver. No waiver of a breach or default shall waive any other breach. A waiver must be written and signed by both parties.

13.Equitable Relief. Any violation or threatened violation of this Agreement may cause irreparable injury to the Company; therefore, you agree that the Company is entitled to seek injunctive relief in addition to all other legal remedies to prevent such violation without the necessity of posting bond or other security.

14.Costs, Fees, and Expenses. If a court of competent jurisdiction determines you have breached this Agreement, then the Company shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with such dispute including any appeal.

15.Forum Selection and Choice of Law. This Agreement shall be governed by and construed in accord with the laws of the State of Washington without regard to said state’s conflict of laws provisions. The parties agree to submit any disputes arising out of or in connection to this Agreement to the King County District Court and US District Court located in King County, Washington and the parties agree to irrevocably submit to the exclusive personal jurisdiction and service of process of said courts.

16.No Representations. The Confidential Information is provided “as is” and the Company makes no representation or warranty as to the accuracy or completeness of Confidential Information and shall have no liability to you under this Agreement for the accuracy or completeness of Confidential Information.

17.Entire Agreement. This Agreement constitutes the entire understanding between the parties relating to the subject matter, and this Agreement supersedes all prior representations, writings, negotiations, or understandings with respect hereto.

18.Severability. All the provisions contained in this Agreement are severable. If any provision is held by any court of competent jurisdiction to be invalid or unenforceable, this Agreement shall be construed as if such provision were not contained.

Please read the Non-disclosure agreement carefully. By downloading a build of Unstable Scientific, you agree to the terms of the agreement. The link to the Unstable Scientific build is at the bottom of the page!