Yogscast NDA

8/12/2019 Yogscast NDA

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For the purpose of the foregoing exceptions, disclosures which are specific, e.g. as to engineering anddesign practices and techniques, products, software, operating parameters, etc. shall not be deemed to

be within the foregoing exceptions merely because they are embraced by general disclosures which arein the public domain or in the possession of the Receiving Party. In addition, any combination offeatures shall not be deemed to be within the foregoing exceptions merely because individual featuresthereof are in the public domain or in the possession of the Receiving Party, but only if the combinationitself and its principle of operation are in the public domain or in the possession of the Receiving Party.

3 General obligations

The Receiving Party acknowledges that the Confidential Information is disclosed on as “as is” and “asavailable” basis. In no event shall the Disclosing Party be liable for the accuracy or completeness of anyConfidential Information. The Disclosing Party gives no warranties, whether express or impliedincluding any implied warranties of merchantability, non-infringement, quality or fitness for a particularpurpose with respect to the Confidential Information.

No license or right is granted to the Receiving Party under any patent, trademark, copyright, or otherproprietary or intellectual property right pertaining to Confidential Information.

Neither this Agreement nor disclosure or receipt of Confidential Information shall constitute or imply

any promise or intention to make any purchase of products or services by either Party hereto or anycommitment by either Party hereto with respect to the present or future marketing of any product orservice or any promise or intention to enter into any other business arrangement.

The Receiving Party shall cease using Confidential Information received from Disclosing Party promptlyupon termination of this Agreement or when the Receiving Party no longer needs the ConfidentialInformation in question for the purpose, whichever earlier. Unless the Parties separately agree on thedestruction of such Confidential Information, the Receiving Party shall return the material in questionand all copies thereof. If requested, the Receiving Party shall confirm in writing that no originals and/orcopies of Confidential Information have been kept. The Receiving Party shall, however, be entitled toretain copies required by law or regulations.

4 Term and termination

Either Party may terminate this Agreement for convenience by providing 30 days prior written notice ofthe termination to the other Party. The rights and obligations of this Agreement shall survive thetermination or cancellation of this Agreement and shall remain in force for a period of 5 years from thedate this Agreement is duly signed by both Parties, or if the Confidential Information is disclosed afterthe date of signing, for a period of 5 years from the disclosure.

5 Applicable law and dispute resolution

Any amendment to this Agreement must be in writing and signed by an authorized representative ofeach Party. No failure or delay in exercising any right under this Agreement shall operate as a waiverthereof.

This Agreement shall be governed by the laws of England excluding its choice of law provisions.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, terminationor validity thereof shall be finally settled by arbitration in accordance with the Rules for Expedited

Arbitration of the Central Chamber of Commerce of England. The place of arbitration shall be London,England and the language of the arbitration proceedings shall be English.

Either Party, before or during any legal proceedings, may apply to a court having jurisdiction for atemporary restraining order or preliminary injunction where such relief is necessary to protect thatParty’s interests in pending completion of the legal proceedings.

The Parties agree and acknowledge that any arbitral proceedings, including the possibility of the sameand any documents, statements and other information presented and disclosed before or during anyarbitration, the award, order or judgment shall be deemed Confidential Information and subject to the

terms and conditions of this Agreement.



The Parties acknowledge that copies of this Agreement (including, without limitation, copies of anysignatures) that are reproduced or transmitted electronically, by email, facsimile or otherwise, will beequivalent to original documents until such time (if any) as original documents are completely executedand delivered. Once executed and transmitted by both Parties, this Agreement shall be deemed effective

This Agreement has been executed in two originals, one for each Party.

Place: Place: Bristol, UK

Date: XX/X/XX Date: XX/X/XX

COMPANY NAME Yogscast Ltd.

___________________ ___________________

XXXXXXXX Mark Turpin

Position : XXXXXXXXXXX Position: Chief ExecutiveOfficer

Documents

Yogscast NDA