Fylle inn en NDA, veldig confusing! Hjelp!

[specnaz91]

Ja, har fått jobb hos Xfire som EU Helper. Er bare 16, men jeg må fylle inn denne NDA'en, og den er bare kruss. De sier at jeg må signere, men hvordan signere via datamaskinen?

Kan noen hjelpe meg om hva jeg skal skrive hvor? Har fylt inn noe, men alt er bare så rart, håper noen flinke personer kan hjelpe meg ut av denne knipen

 

Det som skal fylles inn, er markert i gult.

 

Her er teksten!

 

Klikk for å se/fjerne innholdet nedenfor

XFIRE, INC.

200 Middlefield Road, Suite 200

Menlo Park, CA 94025

 

 

Dated: As of 6/23/07

 

Company/Person [Add Company Name and Address]

 

Dear Nasir Amin[Add Person’s Name]

 

In connection with our consideration of a possible transaction (the “Transaction”) involving certain businesses of XFire Inc., an MTV Networks, Inc. Company (“XFIRE” or “us” or “we” or “our”) and ______ (“you” or “your”), we anticipate exchanging certain financial, technical, and other non-public information concerning XFIRE, you, and such businesses which information, together with notes, analyses, compilations, studies or other documents prepared by us or our Representatives (as hereinafter defined) or you and your Representatives (as hereinafter defined) based upon, containing or otherwise reflecting such information, is hereinafter referred to as the “Evaluation Material.” In consideration of each other’s exchange of Evaluation Material, we and you agree that:

 

1. Each party hereto will use the Evaluation Material solely for the purpose of evaluating a possible Transaction and not for any other purpose, and, except to the extent permitted by Paragraph 4 hereof, will keep such Evaluation Material strictly confidential, provided, however, that Evaluation Material may be disclosed to such of our or your directors, officers, employees, subsidiaries, auditors and advisors (collectively, the “Representatives”) as need to know such information for the purpose of assisting us and you in evaluating and negotiating the terms of any Transaction. You and we will advise our respective Representatives that such information is confidential and that by receiving such information such Representatives are agreeing to be bound by this Letter Agreement and not to use such information for any purpose other than as described herein. You and we agree to be responsible for any breach of this Letter Agreement by our respective Representatives.

 

2. Except to the extent permitted by Paragraph 4 hereof, for a period of twenty four (24) months following the conclusion of any discussions or negotiations relating to a Transaction, you and we shall not, and you and we will direct our respective Representatives not to, disclose to any person (other than our respective Representatives) the fact that the Evaluation Material has been made available, that discussions or negotiations are taking place or have recently taken place concerning a possible Transaction or any of the terms, conditions or other facts with respect to any possible Transaction, including the status thereof or the existence of this Letter Agreement.

 

3. With respect to information provided by a party hereto (the “Provider”) or based upon, containing or otherwise reflecting such information, the term “Evaluation Material” shall be deemed not to include information which (i) is or becomes generally available to the public or the print publishing, software, entertainment or television industries other than (a) as a result of a disclosure by the other party or its Representatives (the “Recipient”) or any other person who directly or indirectly receives such information from the Recipient or (b) in violation of a confidentiality obligation to the Provider known to the Recipient, (ii) is or becomes available to the Recipient on a non-confidential basis from a source which, to the knowledge of the Recipient, is entitled to disclose it, (iii) was known to the Recipient prior to its disclosure to it by the Provider or (iv) is verifiably developed by the Recipient without the benefit of the information provided by the Provider.

 

4. In the event that we or our Representatives or you or your Representatives are required by law to disclose the Evaluation Material or any other information the disclosure of which is restricted by the terms of this Letter Agreement, the party required to make such disclosure shall provide the other with prompt prior written notice of such requirement so that such other party may seek an appropriate protective order. If in the absence of a protective order, a party is nonetheless, in the written opinion of its counsel, required by law to disclose Evaluation Material or other information concerning a Transaction, disclosure may be made only as to that portion of the Evaluation Material or such other information which the party seeking to disclose is advised in writing by counsel is legally required to be disclosed. The disclosing party will exercise its best efforts to obtain assurance that confidential treatment will be accorded such Evaluation Material.

 

5. All Evaluation Material disclosed by a party hereto to the other shall be and shall remain the discloser’s property. In the event that the parties do not proceed with the Transaction which is the subject of this letter within a reasonable time, and, in any event, within five days after being so requested by either party, both parties shall redeliver all documents furnished by the other. Except to the extent a party is advised in writing by counsel that such action is prohibited by law, each party will also destroy all written material, memoranda, notes and other writings or recordings whatsoever prepared by it or its Representatives based upon, containing or otherwise reflecting any Evaluation Material. Any Evaluation Material that is not returned or destroyed, including, without limitation, any oral Evaluation Material, shall remain subject to the confidentiality obligations set forth in this Agreement.

 

6. Each party acknowledges that, although both parties have endeavored to include in the Evaluation Material information known to them which they believe to be relevant for the purpose of considering a possible Transaction, neither party makes any representation or warranty as to the accuracy or completeness of the Evaluation Material or any component thereof. Each party understands that the estimates or projections with respect to future performance included in the Evaluation Material should not be relied upon as accurate representations or assurances of future results. Neither party nor any of its Representatives shall have any liability to the other party or its Representatives resulting from the use of the Evaluation Material by such other party or Representatives.

 

7. Both parties acknowledge and agree that unless and until a written definitive agreement concerning a Transaction has been duly executed, neither party will have any obligation to the other with respect to any Transaction, with respect to the procedures employed in connection therewith, or with respect to any representations made by either party, whether by virtue of this Agreement or any other written or oral expression with respect to a Transaction (except as specifically provided in this Agreement) or otherwise. Each party understands that knowledge of the Transaction is limited to certain of the other's employees, officers and advisors and agrees not to contact any employees, officers or advisors of the other party regarding the Transaction other than such employees, officers and advisors as it is informed are permitted to receive such a contact. In the event the negotiations of the Transaction result in a definitive and binding Agreement, the confidentiality of such Agreement, and not this Letter Agreement, will govern the confidential relationship between the parties.

 

8. XFIRE has informed you and you acknowledge that XFIRE is engaged in the design and development of entertainment products for the internet, including without limitation games and other interactive products, music videos, animated series and shows, and internet software applications and systems, and including without limitation products potentially similar to products currently being developed or considered by Company. XFIRE asserts that the basis for its designs and development, if similar in any respect to any Confidential Information, falls under one or more exclusions specified in Paragraph 3 above.

 

9. It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this Letter Agreement and that each party shall be entitled to specific performance, including, without limitation, injunctive relief, as a remedy for any such breach by the other party. Such remedy shall not be deemed to be the exclusive remedy for breach of this Letter Agreement but shall be in addition to all other remedies available at law or equity. Each party agrees to reimburse the other for costs and expenses (including, without limitation, attorneys' fees) incurred by the other in connection with the enforcement of this Agreement against a party judicially determined to be in breach hereof.

 

10. This Letter Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

11. If any provision of this Agreement is not enforceable in whole or in part, the remaining provisions of this Agreement shall not be affected thereby. No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

 

 

12. This Agreement shall be governed by, construed and enforced under the laws of the State of New York as it is applied to agreements entered into and to be performed entirely within such State. The parties hereby agree that any action arising out of this Agreement shall be brought in the state or federal courts located in the City of New York, irrevocably submit to the exclusive jurisdiction of any such court and waive any objection that such party may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agree not to plead or claim the same.

 

Very truly yours,

 

XFIRE, INC.

 

By: _________________________

 

Name, Title: ______________________

 

 

 

Agreed to and Accepted this

__________, 2007:

 

________________________, ____

 

 

By: _______________________

 

 

Title: ______________________

Endret 23. juni 2007 av specnaz91

[specnaz91]

Ingen som forstår den?

[Garegaupa]

Tja, no skal me sjå her... Sidan dei krev signatur så reknar eg med at dei legg til grunn at du signerer eit fysisk dokument og sender det attende til dei i posten (evt. per telefaks). Berre fyll inn dei gule felta maskinelt, skriv ut, signer og send inn.

 

Når det gjeld dei gule felta så reknar eg med at dato, namn og evt. firma er sjølvforklårande. På den gule linja i fyrste avsnitt der det står ("you" or "your") etter, så skal du rett og slett enten skrive ditt namn eller namnet på firmaet ditt - i ditt tilfelle namnet (går eg ut frå).

 

Vonar det kunne vere til litt hjelp!

Endret 24. juni 2007 av Garegaupa

[specnaz91]

Tusen takk, da må jeg sende den med posten? Det er til Canada det skal bli sendt, hvor mye blir det sånn ca?

[Garegaupa]

http://www.posten.no/Portal/ProdukterTjene...orto?tab=Priser

 

Eg reknar med at det ikkje går over 20 gram, så då skulle det vel verte kr. 11,-.

Endret 24. juni 2007 av Garegaupa