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NDA / RULA Agreement

XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association NDA/ RULA Application / Agreement Access to the XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association servers are allowed for noncommercial home entertainment use ONLY. You may not decompile, reverse engineer, distribute, or disassemble ANY Software, documentation, website content, or any other XenoCorp owned materials except as permitted by law. XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association, Dynaverse.Net, and the Dynaverse Gaming Association retain all rights and title in the Software, Documentation, and website content including all intellectual property rights embodied therein and derivatives thereof. You are granted a revocable, non-assignable limited license to create derivative works of this Software solely for your own personal noncommercial home entertainment use and may publicly display such derivative works to the extent specifically authorized by XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association / Dynaverse.Net / The Dynaverse Gaming Association in writing. A copy of this authorization, if any, will be provided on XenoCorps World Wide Web site, located at http://xenocorp.net or by contacting the legal department of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association in the US at (469) 443-1777 or via email to admin@xenocorp.net . The Software, including, without limitation, all code, data structures, characters, images, sounds, text, screens, game play, derivative works and all other elements of the Software may not be copied (except as provided below), resold, rented, leased, distributed (electronically or otherwise), used on pay-per-play, coin-op or other for-charge basis, or for any commercial purpose. You may not make or distribute copies of the Software. This expressly excludes any copying or distribution of the Software on a commercial basis, including, without limitation, bundling the product with any other product or service and any give away of the Software in connection with another product or service. Any permissions granted herein are provided on a temporary basis and can be withdrawn by XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association / Dynaverse.Net / The Dynaverse Gaming Association at any time. All rights not expressly granted are reserved. Acceptance of License Terms. By signing below, receiving and then retaining any Software, and/or accessing XenoCorp owned Servers, you assent to the terms and restrictions of this limited license. If you acquired the Software and do not accept the terms of this limited license, you must return the Software together with all packaging, manuals and other material contained therein to XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association / Dynaverse.Net / The Dynaverse Gaming Association. When accessing XenoCorp owned servers, clicking on the “I agree” button before logging in implies you accept all the terms and conditions of this agreement. Dynaverse.Net copyright © 2005 XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association. All rights reserved. Copyright © 1995 XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association. All rights reserved. Star Trek and related marks are trademarks of Paramount Pictures. All rights reserved. XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association Confidentiality Agreement This Agreement, dated as of ______________, 2005, is made and entered into by and between XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association, and its affiliates and its direct and indirect licensors and __________________ (“Receiving Party”). The parties agree as follows: 1. DEFINITIONS 1.1 “Confidential Information” means any confidential, proprietary, or trade secret information of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association, whether of a technical, business or other nature (including, without limitation, information relating to XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association source code, technology software, products services, designs, methodologies, business plans, finances, marketing plans, customers, prospects, or other affairs ), this is disclosed to the Receiving Party during the Term and that the Receiving Party knows or has reason to know is confidential, proprietary, or trade secret information of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association Confidential Information does not include any information that : (a) was acquired by the Receiving Party prior to the beginning of the Term without any restriction as to use or disclosure; (b) is independently acquired by the Receiving Party after the beginning of the Term without any restriction as to use or disclosure and without reliance upon or use of any of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association’s Confidential Information; or (c) is or becomes part of the public domain through no fault or action of the Receiving Party. 1.2 “Confidential Materials” means any document, diskette, tape, writing, or other tangible item that contains any confidential Information, whether in printed, handwritten, coded, magnetic or other form and whether delivered by XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association or made by the Receiving Party. 1.3 “Term” means the period of time beginning with the date of this Agreement and ending ten days after either party gives the other written notice of termination. 2. RESTRICTIONS 2.1 Confidential Information and Confidential Materials are made available to the Receiving Party solely for the purpose of pursuing a business relationship between the parties. The Receiving Party will not use, disclose, disseminate, or distribute any Confidential Information or Confidential materials of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association for any other purpose without the prior written consent of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association. Without limitation of the foregoing, the Receiving Party will not use any Confidential Information or Confidential Materials of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association to design, develop, provide or market any product or service that would compete with any product or service of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association. 2.2 The Receiving Party will protect any Confidential Information and Confidential Materials of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association from any unauthorized use, disclosure, copying, dissemination or distribution. Without limitation of the foregoing, the Receiving Party will: (a) make such Confidential Information and Confidential Materials available only to those of its employees, agents and other representatives who have a need to know the same for the purpose specified in paragraph 2.1, who have been informed that such Confidential Materials and Confidential Information belong to XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association and are subject to this Agreement, and who have agreed or are otherwise obligated to comply with this Agreement; (b) not disclose such Confidential Information to any third party; (c) make or copy such Confidential Materials only as reasonably required for the purpose specified in paragraph 2.1; (d) not deliver, distribute, display, demonstrate, or otherwise make available such Confidential Materials to any third party; and (e) not reverse engineer, decompile, or disassemble any computer program included in such Confidential Materials. 2.3 Notwithstanding paragraph 2.2, the Receiving Party may disclose or produce any Confidential Information or Confidential Materials of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association if and to the extent required by any court order or governmental action, provided that the Receiving Party gives XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association reasonable advance notice of the same (e.g., so as to afford XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association a reasonable opportunity to appear, object and obtain a protective order or other appropriate relief regarding such disclosure). 2.4 All Confidential Information and Confidential Materials are the property of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association. This Agreement will not be interpreted or construed as granting any license or other right under any patent, copyright, trademark, trade secret, or other proprietary right. The Receiving Party will hold all Confidential materials in trust for XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association and will promptly destroy or deliver them to XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association upon the earlier of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association’s request or when they are no longer needed for the purpose described in paragraph 2.1. 2.5 The Receiving Party will comply with any and all applicable laws relating to the use, disclosure, copying, dissemination, and distribution of any Confidential Information or Confidential Materials of XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association (including, but not limited to, any and all laws relating to XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association’s proprietary rights or the export of any technical data included in such Confidential Information). 3 MISCELLANEOUS 3.1 XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association warrants that it has the right to make Confidential Information and Confidential Materials available to the Receiving Party as provided for in and subject to this Agreement. XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association do not make any other representation or warranty, express or implied, with regard to any Confidential Information or Confidential Materials. Without limitation of the foregoing, the Confidential Information and Confidential Materials are made available under this Agreement “AS IS”, with all defects, errors, and deficiencies, and without any representation or warranty as to completeness or accuracy. 3.2 The parties’ respective obligations under this Agreement with respect to any Confidential Information that is disclosed during the Term will survive any termination of the Term. 3.3 In the event of any breach of this Agreement, XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association may suffer irreparable harm and have no adequate remedy at law. In such event or the threat of any such event, XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association will be entitled (in addition to any and all other remedies) to injunctive relief, specific performance and other equitable remedies without proof of monetary damages or the inadequacy of other remedies. 3.4 In the event of any legal action to enforce this Agreement or to recover damages or other relief on account of any breach of this Agreement, the prevailing party will be entitled (in addition to any and all other remedies) to recover any and all costs and expenses (including, without limitation, reasonable attorney’s fees) that it may incur in connection with such action. 3.5 This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of California (including, without limitation, the California Uniform Trade Secrets Act) without regard to its rules relating to choice of law. Each party hereby irrevocably consents to the jurisdiction and venue of any state or federal court located in Orange County, California, with regard to any legal action relating to this Agreement and to service and process in any such action by U.S. mail. 3.6 This agreement may not be amended, except by a writing signed by the party against whom such amendment is to be enforced. XenoCorp Inc. / Dynaverse.Net / The Dynaverse Gaming Association