The undersigned:

TMG Studios B.V., a Dutch private company with limited liability, with its corporate seat and principal place of business at Schiehavenkade 192, 3024 EZ, Rotterdam, the Netherlands (hereinafter referred to as: “Studio)”;


The participant in this test

(hereinafter referred to as: “Tester”)


(a)       Studio will exchange information with Tester for the purpose of allowing Tester to play a alpha/beta version of a yet to be released video game (hereinafter referred to as “the Purpose”);

(b)       This agreement (“Agreement”) is entered into to assure the continued confidentiality of the Confidential Information in accordance with the terms of this Agreement;

Agree as follows:

  1. Confidential Information

1.1      “Confidential Information” is all information and data disclosed by Studio to Tester.

1.2      In particular the following information is considered Confidential Information:

  1. Information regarding released or unreleased videogames, software products or hardware products;
  2. Product development plans;
  3. (Other) information about software & technology;
  4. Financial information;
  5. Information regarding suppliers, products and customers;
  6. Intellectual and/or industrial property;
  7. Know how.

1.3      Information is not Confidential Information if:

  1. The information is, or subsequently becomes, public knowledge other than as a direct or indirect result of the information being disclosed in breach of this Agreement; or
  2. Tester can establish to the reasonable satisfaction of Studio that it found out the information from a source not connected with Studio and that the source is not under any obligation of confidence in respect of the information; or
  3. Tester can establish to the reasonable satisfaction of the Studio that the information was known to Tester before the date of this agreement and that it was not under any obligation of confidence in respect of the information;
  4. Parties agree in writing that the information is not confidential.


  1. Tester’s confidentiality obligations

2.1      In return for Studio making Confidential Information available to Tester, the Tester must:

  1. Keep the Confidential Information secret;
  2. Use the Confidential Information only for the Purpose;
  3. Refrain from using or exploiting the Confidential Information for its own benefit and/or purposes or for the benefit and/or purposes of any third party;
  4. Refrain from disclosing the Confidential Information to any third party, unless Studio agrees in writing that this third party may receive the Confidential Information;
  5. Inform Studio immediately upon becoming aware or suspecting that an unauthorised person got access to the Confidential Information.


  1. Returning, destroying or erasing the Confidential Information

3.1      In the case Studio requests so in writing at any time, Tester must immediately:

           (a)   Return to Studio all the Confidential Information received by Tester; and

           (b)   Destroy or permanently erase all copies of the Confidential Information that are supplied to Tester and/or were made by Tester; and

           (c)   Confirm in writing that it has destroyed and/or permanently erased all copies of the Confidential Information.


  1. No licences

4.1      Parties acknowledge and agree that Studio has and shall retain all right, title and interest to Confidential Information or to any feedback on the Confidential Information by Tester. No license or conveyance of any such rights under any trademark, patent, copyright of other rights in intellectual property is either granted or implied by the disclosure of Confidential Information.


  1. Penalties

5.1      Upon the occurrence of any event which constitutes a violation of the Tester’s obligations, Tester shall pay to Studio a penalty in the amount of EUR 10,000 for each breach and, in addition, a penalty in the amount of EUR 1,000 for each day that Tester continues to be in violation, without prejudice to Studio’s right to claim compensation in court for damages.


  1. Term of this Agreement

6.1      This agreement shall be in effect for a period of one (1) year from the date on which this Agreement is signed and will automatically expire, unless the Agreement is extended upon mutual consensus among the parties.

6.2      All the provisions of this Agreement shall survive the termination of this Agreement until the lapse of two (2) years from the disclosure of the Confidential Information by Studio.


  1. Miscellaneous

7.1      Neither this Agreement nor any right granted or obligation imposed hereunder shall be assignable or otherwise transferable.

7.2      If any term of this Agreement shall be held to be illegal or unenforceable by a court of competent jurisdiction such term or part shall to that extent be deemed not to form part of this Agreement but the remainder of this Agreement shall remain in full force and effect. To the extent permitted by law, such term shall be deemed substituted by terms (i) that are valid, legal and enforceable and (ii) the operation and effect of which are as similar as possible to the term they substitute for.

7.3      This Agreement may be modified only by a writing signed by both parties.

7.4      This Agreement shall be governed by and construed under the laws of the Netherlands.

7.5      Any and all disputes arising from or in connection with this Agreement shall be subjected to the exclusive jurisdiction of the court of Rotterdam, The Netherlands.