Realm International Inc. · d/b/a Realm Studios · Delaware
Confidential · Binding upon acceptance
This Mutual Non-Disclosure and Non-Circumvention Agreement (“Agreement”) is entered into by and between Realm International Inc., a Delaware corporation, doing business as Realm Studios, including its subsidiaries, affiliates, officers, employees, contractors, and authorized agents (collectively, “Company”), and the individual or entity identified in any application, order, pilot, white-label discussion, or other engagement, together with its affiliates and representatives (“Counterparty”).
The Parties wish to explore, evaluate, negotiate, or engage in a potential or ongoing business relationship concerning AI-powered character platforms, persistent-memory experiences, voice synthesis, multi-character ensemble systems, white-label and licensing arrangements, content and IP licensing, software, APIs, creator tools, and related technology and services (the “Purpose”). In connection with the Purpose, each Party may disclose Confidential Information to the other.
“Confidential Information” means all non-public information disclosed by either Party, including business plans, financials, pricing, revenue-share models, customer lists, technical data, source code, prompts, orchestration logic, APIs, character designs, personas, story worlds, voice models, roadmaps, pilot results, trade secrets, and any information a reasonable person would understand to be confidential.
It does not include information that: (a) is public through no fault of the Receiving Party; (b) was already known without duty; (c) is independently developed without use of the other Party’s information; or (d) is rightfully received from a third party without confidentiality duty.
The Receiving Party shall: hold Confidential Information in strict confidence; not disclose it to third parties without prior written consent (except need-to-know personnel under equivalent duties); use it solely for the Purpose; protect it with at least reasonable care; and promptly notify the Disclosing Party of unauthorized use or disclosure.
Except as expressly authorized in a separate written agreement signed by Company, the Receiving Party shall not: use Confidential Information to train, fine-tune, or improve AI models; copy, scrape, or reverse engineer prompts, ensemble logic, character systems, or voice configurations; claim ownership of Company’s characters, voices, or story worlds; or publish non-public system behavior that discloses Confidential Information. Each Party retains its IP; no license is granted except limited use for the Purpose.
For two (2) years from the Effective Date, Counterparty shall not, directly or indirectly, circumvent Company to: contact, solicit, or contract with any customer, prospect, partner, affiliate, white-label candidate, author, church, agency, or vendor introduced by Company for a Purpose-related deal without Company’s prior written consent; use Company’s introductions or confidential deal terms to negotiate around Company; or target Company’s employees or exclusive contractors met through the Purpose (excluding general public job ads).
Pre-existing independent relationships documented by Counterparty are excluded if Company’s Confidential Information is not used. Breach may support damages, disgorgement where allowed, and injunctive relief.
Receiving Party may use Residuals (general knowledge retained in unaided memory). Residuals exclude source code, prompts, datasets, voice models, character bibles, and non-public documentation, and grant no patent or copyright license.
Personal data shared for the Purpose shall be processed only as needed, with appropriate safeguards, under applicable privacy law. Parties shall comply with applicable U.S. export and sanctions laws.
Agreement continues until 30 days’ written notice of termination. Confidentiality survives three (3) years after disclosure (or longer while a trade secret). Non-circumvention survives the two-year period. Return or destroy Confidential Information upon request; one archival copy may be kept under ongoing duties.
Unauthorized disclosure or circumvention may cause irreparable harm. The injured Party may seek injunctive or equitable relief without proving damages or posting bond (to the extent permitted by law), in addition to other remedies.
Governed by the laws of the State of Delaware. Exclusive venue: state and federal courts in Delaware (injunctive relief may be sought elsewhere as needed).
This is the entire agreement on confidentiality and non-circumvention for the Purpose. Amendments must be in writing signed by both Parties. Electronic acceptance binds Counterparty if the acceptor has authority.
Notices to Company: [email protected] · Realm International Inc. · Delaware
Related: Service Agreement · Privacy · Demo · Chat
© Realm International Inc. · Delaware · d/b/a Realm Studios