EXHIBIT 10.34
CONFIDENTIALITY AGREEMENT
In consideration for and as a result of the disclosure to
you-_________________, of _____________________________ by Sportsprize
Entertainment Inc. referred to herein as the ("Sportsprize") of certain
confidential and proprietary information relating to Software/Programs and
concept (collectively the "Property") you acknowledge the confidential and
proprietary nature of such information and agree with the Discloser to hold and
keep the same confidential as provided in this letter agreement.
As used herein, the term "Evaluation Material" refers to all information
that has been or may hereafter be provided to you by the Discloser concerning
the Property, including without limitation financial, business plan,
engineering, technical, design, title, evaluation, manufacturing, equipment,
supplier, customer, and other information, irrespective of the form of the
communication.
You agree with the Discloser to exercise all reasonable steps to safeguard
the confidentiality of the Evaluation Material and not to disclose any part of
it or any information derived therefrom to any third person except to such
limited number of your employees and advisors as (i) may require access to the
Evaluation Material for the sole purpose of assisting you in evaluating a
possible transaction with the Discloser concerning the Property and (ii) agree
in writing with the Discloser to preserve the confidentiality of such Evaluation
Material and to observe the other provisions hereof to the same extent as you
agree herein. You agree with the Discloser that you will not copy or permit any
of your outside agents, consultants or advisors to copy any of the Evaluation
material without the prior written approval of the Discloser. Promptly upon the
completion of your review of the information or upon the request of the
Discloser, but in no event later than 60 days from the date hereof, you will
return to the Discloser all Evaluation Material previously furnished to you,
together with all copies of any of the same made by you or any of your employees
or agents. Within such time period you will also destroy all notes, memoranda,
reports, and documents generated by you, your employees or agents
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related to the Evaluation material and/or any meetings or discussions concerning
same and confirm such destruction in writing to the Discloser.
You acknowledge that the Evaluation material is being furnished to you solely to
assist you in evaluating a possible transaction with the discloser related to
the Property, and you agree with the Discloser that you will not use that
Evaluation Material or any information derived therefrom for any other purpose.
the term "Evaluation Material" does not include any information, if any, which
(i) becomes generally available to the public other than as a result of a
disclosure by you or by other persons, including your employees and agents, to
whom you have disclosed such information; (ii) was available to you on a
non-confidential basis prior to its disclosure to you by the Discloser, provided
that such prior disclosure and its non-confidential status are evidenced in
writing; or (iii) becomes available to you on a non-confidential basis from a
person other than the Discloser, provided that, such person is lawfully in
possession of the information and it is obtained from that person not in
violation of any contractual, legal or fiduciary obligations to the Discloser.
You agree with the Discloser to be responsible for enforcing the confidentiality
of the Evaluation material and you agree to take such action as may be necessary
to prevent any disclosure by any of your agents or employees. You further
acknowledge that the Discloser shall be entitled to equitable relief by way of
injunction if you breach or threaten to breach any of the provisions of this
letter agreement. You agree to indemnify and save harmless the Discloser for any
and all loss, costs or damages which the Discloser may suffer as a result of a
breach by you of a term of this letter agreement.
You agree with the Discloser that neither you nor any of your employees or
agents, will, without the prior written consent of the Discloser, disclose to
any other person the fact that you are evaluating a possible transaction with
the Discloser relative to the Property.
You acknowledge and agree that neither this letter agreement nor the disclosure
of the Evaluation Material to you nor any discussions or negotiations with you
concerning the Property
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and your possible participation therein will prevent the Discloser from
negotiating with and entering into one or more agreements with others with
respect to the Property and that the Discloser shall be free to do so without
liability or obligation to you.
The Discloser makes no representation nor warranty as to the accuracy or
completeness of the Evaluation material and you agree that neither the Discloser
or any of its employees or agents shall have any liability to you or any of your
agents or employees resulting from your reliance on the accuracy or completeness
of the Evaluation Materials.
The letter agreement will enure to the benefit of and be binding upon the
Discloser and you and our respective successors, executors, legal
representatives and assigns. This letter agreement may not be assigned by you.
This letter agreement is governed by and construed in accordance with the laws
of the Province of British Columbia, Canada. You covenant and agree to enter
into such further agreements or transfer documents and to do such other things
as may be reasonably required in order to fully record and perfect the matters
provided for in this agreement.
If you are in agreement with the foregoing, please sign and return one copy of
this letter to the Discloser which will constitute your agreement with the
Disclosure with respect to the subject matter of this agreement.
Yours truly,
Xxxxxxx X Xxxxxx, President
Sportsprize Entertainment Inc.
By: -----------------------------------
(Authorized Signatory)
Title: --------------------------------
BY: -----------------------------------
Title: --------------------------------
