Mutual Non-Disclosure Non-Circumvent Agreement

MUTUAL NON-DISCLOSURE NON-CIRCUMVENT AGREEMENT Realm Studios / Realm International Inc. Effective Date: The date the second party accepts or signs this Agreement. 1. Parties This Mutual Non-Disclosure Agreement (“Agreement”) is entered into by and between: Realm International Inc. (d/b/a Realm Studios), a Delaware corporation (“Company”), and the individual or entity receiving or disclosing confidential information under this Agreement (“Counterparty”). Each is a “Party”; together, the “Parties.” 2. Purpose The Parties wish to explore, evaluate, or engage in a potential business relationship concerning AI-powered character platforms, voice experiences, white-label solutions, content licensing, software, and related technology and services (the “Purpose”). In connection with the Purpose, each Party may disclose Confidential Information to the other. 3. Definition of Confidential Information “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether in writing, orally, visually, electronically, or by any other means, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation: Business plans, financial information, pricing, and forecasts Product roadmaps, technical data, source code, algorithms, and system architecture Character designs, story worlds, voice models, prompts, and related creative assets Customer lists, partner lists, and marketing strategies Trade secrets and proprietary know-how The existence and terms of any discussions between the Parties 4. Exclusions Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession before disclosure without confidentiality obligation; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without breach of any confidentiality obligation. 5. Obligations The Receiving Party agrees to: (a) Hold the Disclosing Party’s Confidential Information in strict confidence; (b) Not disclose it to any third party without the Disclosing Party’s prior written consent, except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; (c) Use the Confidential Information solely for the Purpose; (d) Protect it with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than reasonable care; (e) Promptly notify the Disclosing Party upon becoming aware of any unauthorized use or disclosure. 6. Compelled Disclosure If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will (to the extent legally permitted) give the Disclosing Party prompt written notice so the Disclosing Party may seek a protective order or other remedy. The Receiving Party will disclose only the portion of Confidential Information legally required. 7. Residuals Nothing in this Agreement restricts a Party from using Residuals retained in the unaided memory of its personnel who have had access to Confidential Information. “Residuals” means general knowledge, skills, and experience that are not specific tangible embodiments or documents of the Disclosing Party’s Confidential Information. This clause does not grant any license under the Disclosing Party’s patents or copyrights. 8. No License; No Obligation Nothing in this Agreement grants any license under any intellectual property rights. Neither Party is obligated to enter into any further agreement, transaction, or relationship. All Confidential Information remains the property of the Disclosing Party. 9. Return or Destruction Upon the Disclosing Party’s written request, or upon termination of discussions, the Receiving Party will promptly return or securely destroy the Disclosing Party’s Confidential Information (including copies) and, if requested, certify destruction in writing. One copy may be retained solely for archival or legal compliance purposes under continuing confidentiality obligations. 10. Term This Agreement is effective as of the Effective Date and continues for three (3) years, unless terminated earlier by either Party upon thirty (30) days’ written notice. The obligations of confidentiality with respect to any Confidential Information will survive for three (3) years after disclosure, or for so long as the information remains a trade secret under applicable law, whichever is longer. 11. Remedies The Receiving Party acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. The Disclosing Party is entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting a bond, in addition to any other remedies available at law or in equity. 12. Governing Law and Venue This Agreement is governed by the laws of the State of Delaware, without regard to conflict of law principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to this Agreement. 13. Miscellaneous 13.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous discussions and agreements relating to confidentiality of information exchanged for the Purpose. 13.2 Amendments. This Agreement may be amended only by a written instrument signed by both Parties. 13.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement. 13.4 Severability. If any provision is held unenforceable, the remaining provisions will continue in full force and effect. 13.5 Waiver. Failure to enforce any provision is not a waiver of future enforcement of that or any other provision. 13.6 Counterparts. This Agreement may be executed in counterparts (including electronic acceptance), each of which is deemed an original. Contact Realm Studios / Realm International Inc. Email: [email protected] Web: https://realm-studios.ai By accepting or signing this Agreement, each Party acknowledges that it has read, understood, and agrees to be bound by its terms.
Legal & Compliance Realm Studios / Realm International Inc. operates under the laws of the State of Delaware. By using our websites and services, you agree to our Mutual Non-Disclosure Agreement, Master Service Agreement, and Privacy Policy. Questions: [email protected]