Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into as of (the “Effective Date”) by and between Slot Intel LLC, a Nevada limited liability company doing business as Slot Avengers (“Slot Intel”), and (“Counterparty”), each a “Party” and together the “Parties.”
1. Purpose
The Parties wish to explore a potential marketing and technology partnership relating to the Slot Avengers platform (the “Purpose”), and in connection with the Purpose each Party may disclose to the other certain confidential and proprietary information.
2. Confidential Information
“Confidential Information” means all non-public information disclosed by either Party in connection with the Purpose, whether oral, written, visual, or electronic, including business plans, product roadmaps, partnership and alliance structures, pricing and fee terms, marketing strategies, technical information, data, and the existence and content of the Parties’ discussions.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving Party before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.
4. Obligations
The receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) restrict disclosure to its employees, officers, and professional advisers who have a need to know for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) protect Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.
5. Compelled Disclosure
If the receiving Party is required by law, regulation, or a valid order of a court or governmental authority (including the Nevada Gaming Control Board or Nevada Gaming Commission) to disclose Confidential Information, it may do so to the extent required, provided it gives the disclosing Party prompt written notice where lawfully permitted and reasonably cooperates in any effort to seek protective treatment.
6. Term
This Agreement applies to disclosures made within two (2) years of the Effective Date. The obligations of confidentiality survive for three (3) years from the date of each disclosure; for any trade secret, the obligations survive for as long as the information remains a trade secret under applicable law.
7. Return or Destruction
Upon the disclosing Party’s written request, the receiving Party shall promptly return or destroy all Confidential Information in its possession, except copies retained in automatic archival systems or as required by law, which remain subject to this Agreement.
8. No License; No Obligation
No license, ownership interest, or other right in either Party’s intellectual property is granted by this Agreement. Nothing in this Agreement obligates either Party to enter into any further agreement, and neither Party is a partner, agent, or representative of the other by virtue of this Agreement.
9. No Publicity
Neither Party shall disclose the existence or substance of the Parties’ discussions, or use the other Party’s name, marks, or property identity in any announcement or marketing material, without the other Party’s prior written consent.
10. Remedies
Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate, and that the disclosing Party is entitled to seek injunctive or other equitable relief in addition to all other remedies available at law.
11. Governing Law; Venue
This Agreement is governed by the laws of the State of Nevada, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada.
12. Miscellaneous
This Agreement is the entire agreement of the Parties concerning its subject matter and may be amended only in a writing signed by both Parties. It may be executed in counterparts, including by electronic signature, each of which is deemed an original. If any provision is held unenforceable, the remainder continues in full force.
Slot Intel LLC
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Counterparty
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