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CONFIDENTIALITY AGREEMENT

This CONFIDENTIALITY AGREEMENT is entered into as of this January 25, 2025 (the “Agreement”) 

BETWEEN:

  1. WOLCEN STUDIO, a company incorporated under the laws of France (« Société par actions simplifiée »), with a share capital of four thousand eight hundred and sixty euros and eighty-five centimes (4860.85€), duly registered with the Commercial Registry of Nice under No. 810 845 222 with its registered office at 31 rue de Paris, 06000 NICE, FRANCE, and duly represented by its President, OPRESCU Bogdan (“WOLCEN STUDIO”);
  2. And the selected player (the “Recipient”);

(each a “Party” and together the “Parties”)

WHEREAS:

  1. WOLCEN STUDIO is in the business of developing, producing, and marketing video games.
  2. WOLCEN STUDIO and Recipient are agreeing on an opportunity for WOLCEN STUDIO to provide a gameplay experience (on “Project Pantheon”), which the Recipient is willing to receive. 
  3. For the Parties to discuss the Project, WOLCEN STUDIO may need to disclose confidential or proprietary information to the Recipient (the “Visual Gameplay Experience”). As a result, the Parties agree to conclude this Agreement to regulate and protect any Visual Gameplay Experience to be provided by WOLCEN STUDIO so that all such Visual Gameplay Experience is provided subject to the terms and conditions set out in this Agreement.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

  1. Any asset provided by WOLCEN STUDIO must be treated as a confidential Visual Gameplay Experience.
  2. The Recipient agrees to:
    1. Not share directly or indirectly the confidential information (the “Visual Gameplay Experience”) to any third party; and
    2. not to use the Visual Gameplay Experience directly or indirectly for any purpose except to evaluate and engage in written or oral discussions concerning the Project:

      for a period of two (2) years from the date of disclosure of the Visual Gameplay Experience. 
    1. The Recipient shall use a reasonable degree of care (the same that it employs in respect of its own confidential information of like importance) to avoid unauthorised disclosure or use of WOLCEN STUDIO’s Visual Gameplay Experience.
    2. The Recipient will not have any obligation with respect to any confidential Visual Gameplay Experience, which was either:
      1. previously owned by the Recipient without any obligation of confidentiality; or
      2. publicly available without a breach of this Agreement by the Recipient; or
      3. shared with the Recipient by a third person who is not required to maintain its confidentiality.

        The Recipient claiming any of the above exceptions will have the burden of proving its applicability.
      1. The Recipient may not print or copy, in whole or in part, any media containing any Visual Gameplay Experience without the prior written consent of WOLCEN STUDIO. The Recipient shall not remove or deface any notice of copyright, trademark, logo or other propriety notice of WOLCEN STUDIO appearing on any original or copy of the Visual Gameplay Experience.
      2. The Recipient may not use WOLCEN STUDIO’s Visual Gameplay Experience for competing with WOLCEN STUDIO. 
      3. WOLCEN STUDIO’s Visual Gameplay Experience shall remain its own property. Upon the request of WOLCEN STUDIO, the Recipient shall return as quickly as possible all of WOLCEN STUDIO’s Visual Gameplay Experience including all copies thereof or at the option of WOLCEN STUDIO destroy it and provide WOLCEN STUDIO with written certification of such destruction, except for archival and backup copies that are not readily available for use and business records required by law to be retained.
      4. If Recipient becomes legally obligated to share any of WOLCEN STUDIO’s Visual Gameplay Experience of Project Pantheon the Recipient subject to the obligation shall notify WOLCEN STUDIO in writing promptly and shall reasonably cooperate with WOLCEN STUDIO at WOLCEN STUDIO’s expense in seeking a protective order or other appropriate remedy.
      5. Recipient agrees that in the event of a breach or threatened breach by the Recipient of the provisions of this Agreement, WOLCEN STUDIO shall be entitled to seek an injunction against such breach, in addition to any other legal or equitable remedies available to it. WOLCEN STUDIO to any litigation shall be entitled to recover reasonable legal fees and costs incurred in the litigation. 
      6. WOLCEN STUDIO is providing the Visual Gameplay Experience solely on an “AS IS” basis with no representations or warranties, either express or implied, as to the accuracy, completeness or correctness of the Visual Gameplay Experience supplied hereunder. 
      7. No modifications or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. 
      8. This Agreement is the entire agreement between the Parties on the non-disclosure of a visual gameplay experience relating to the Project and supersedes all prior representations and/or agreements between the Parties on that subject. 
      9. This Agreement shall expire three (3) years after the last receipt of the Visual Gameplay Experience.
      10. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with French law. Any dispute arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts within the jurisdiction of the tribunal de commerce de Nice, France. For the avoidance of doubt, this will not prevent either Party from bringing proceedings in any other jurisdiction to obtain security or ancillary relief or to enforce any order or judgment.

      IN WITNESS WHEREOF, each Party hereto has caused this Agreement to be duly executed by its authorized representative on the date first above written.

      For: WOLCEN STUDIO
      Name:  OPRESCU Bogdan
      Position: President