Video Game Development Agreement
This agreement ("Agreement") is made on the date of the last signature below and is by and between Party A, with a mailing address of Party A's address, and Party B, with a mailing address of Party B's address.
For the purpose of developing a video game (the "Game"), the Parties agree to the following:
1. DEVELOPMENT. Game Development and Ownership
a. Party B shall develop the video game ("Game") in a professional and diligent manner in accordance with the specifications set forth in Exhibit A attached hereto (the "Specifications"). Party B shall use its best efforts to complete the development of the Game on or before the date set forth in Exhibit A (the "Development Deadline").
b. Party A shall provide Party B with all necessary information and materials required for the development of the Game, including the game concept, characters, story, artwork, and any other proprietary information of Party A (the "Party A Materials"). Party A hereby grants to Party B a non-exclusive, non-transferable, royalty-free license to use the Party A Materials solely for the purpose of developing the Game in accordance with the terms of this Agreement.
3. LICENSE. a. Subject to the terms and conditions of this Agreement, Party A hereby grants to Party B a non-exclusive, non-transferable, royalty-free license to use the Game and Derivative Works solely for the purpose of testing, evaluating, and demonstrating the Game.
4. CONFIDENTIALITY. a. The Parties acknowledge that the Game and Derivative Works, as well as the Party A Materials, contain confidential and proprietary information of Party A. The Parties agree to maintain the confidentiality of the Game and Derivative Works, as well as the Party A Materials, and to take all reasonable measures to protect the confidentiality thereof.
5. TERM AND TERMINATION. a. This Agreement shall commence on the date of the last signature below and shall continue in effect until the Development Deadline. b. This Agreement may be terminated by either Party: i. upon the material breach of this Agreement by the other Party, which breach is not remedied within thirty (30) days after written notice thereof; or ii. upon the insolvency, bankruptcy, or receivership of the other Party. c. Upon termination of this Agreement for any reason, all licenses granted herein shall immediately terminate and Party B shall return to Party A any and all copies of the Game and Derivative Works, as well as WARRANTIES. Party B represents and warrants that:
a. it has the full power and authority to enter into this Agreement and to perform its obligations hereunder in compliance with all applicable laws and regulations;
b. the Game and Derivative Works will be original works created by Party B and will not infringe the intellectual property rights of any third party;
c. the Game and Derivative Works will be free from any material defects, errors, or bugs and will function in accordance with the Specifications;
d. it will comply with all applicable laws and regulations in the development and delivery of the Game and Derivative Works, including but not limited to data privacy laws and regulations;
e. it will not use any materials provided by Party A for any purpose other than the development of the Game in accordance with the terms of this Agreement;
f. it will indemnify, defend and hold Party A harmless from and against any claims, damages, liabilities, costs and expenses arising out of any breach of the foregoing warranties.
the Party A Materials.
7. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE GAME AND DERIVATIVE WORKS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. 8. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST DATA, ARISING OUT OF THE USE OR INABILITY TO USE THE GAME OR DERIVATIVE WORKS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
a. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
b. This Agreement may not be amended or modified except in writing signed by both Parties.
c. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and assigns.
d. The headings used in this Agreement are for reference only and shall not in any way affect the interpretation of this Agreement.
e. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
f. The failure of either Party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision.
g. This Agreement shall be governed by and construed in accordance with the laws of the State of ____________, without giving effect to any conflict of laws principles.
h. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in the State of ____________, and the Parties hereby irrevocably submit to the personal jurisdiction and venue of such courts.
i. The Parties hereby waive any and all rights they may have to a trial by jury in any legal action or proceeding arising out of or relating to this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.