The Simuscape non-disclosure agreement, (NDA), also known as a confidentiality agreement, (CA), or confidential disclosure agreement (CDA), is a legal contract between Simuscape, the site, and a member with a registered account upgraded to an Artist Guild that outlines confidential material that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It's a contract through which the parties agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential material, and as such, the Simuscape NDA protects nonpublic information.

The Simuscape NDA is commonly signed when the account upgrade is performed and is mutual, meaning both Simuscape, the site, and a member are restricted in their use of the materials provided, or they can restrict the use of material by a single party.

A member with a registered account upgraded to an Artist Guild may also request that the Simuscape NDA is signed by an invited member to the Artist Guild Team, with the sole purpose to protect materials provided from reaching third parties.

DATE;

PARTIES; (1) Simuscape, a web-based site in Sweden, and (2) [NAME], (“Recipient”).

AGREEMENT;

1. Definitions

In this Agreement; “Agreement” means this non disclosure agreement and any amendments to it from time to time.

“Confidential Information” means; Any information disclosed by the Disclosor to the Recipient before the end of the Term, (disclosed in writing or otherwise), that at the time of disclosure; (i) was marked as “confidential”; or (ii) should have been reasonably understood by the Recipient to be confidential.

“Term” means the term of this Agreement.

2. Term

This Agreement will come into force on the date of its execution and will continue in force indefinitely, unless and until terminated in accordance with Clause [4].

3. Confidentiality obligations

3.1 The Recipient agrees and undertakes;

(a) that it will keep all Confidential Information strictly confidential and will not disclose any part of it to any other person without the Disclosor's prior written consent;

(b) that it will use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and

(c) that it will act in good faith at all times in relation to the Confidential Information.

3.2 Notwithstanding Clause [3.1(a)], the Recipient may disclose the Confidential Information to its Artist Guild Team members who are bound by a written agreement to protect the confidentiality of the Confidential Information.

3.3 This Clause [3] imposes no obligations upon the Recipient with respect to Confidential Information which:

(a) is known to the Recipient before disclosure by the Disclosor, and is not subject to any obligation of confidentiality; or

(b) is or becomes publicly known through no act or default on the part of the Recipient.

3.4 The restrictions in this Clause [3] do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, or judicial or governmental request or order.

4. Termination

4.1 Either party may terminate this Agreement forthwith at any time by giving written notice of termination to the other party.

4.2 Upon and following termination of this Agreement:

(a) Clause [5.3] shall continue to apply; and

(b) the provisions of Clause [3] shall continue to apply in relation to Confidential Information disclosed before the end of the Term.

4.3 Termination of this Agreement will not affect either party's accrued rights as at the date of termination.

4.4 Subject to Clauses [4.2] and [4.3], upon termination, all the provisions of this Agreement will cease to have effect.

5. General

5.1 If a Clause of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of this Agreement will continue in effect.

5.2 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

5.3 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in this Agreement or any rights or obligations under this Agreement.

5.4 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

5.5 Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability which may not be excluded or limited under applicable law. Subject to this, this Agreement constitutes the entire agreement between the parties in relation to the subject matter of this Agreement, and supersedes all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

5.6 This Agreement will be governed by and construed in accordance with the laws of Sweden; and the courts of Sweden will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

The parties have indicated their acceptance of this Agreement by executing it below.

EXECUTION;

SIGNED by Simuscape, the site, duly authorised for and on behalf of the Disclosor

....................; Date;

SIGNED by [name of signatory], duly authorised for and on behalf of the Recipient

....................; Date;