Fill and Sign the Memorandum Understanding Form

Memorandum of Understanding Regarding Game using ______________________ (Name of Console) This Memorandum of Understanding (MOU) reflects our understanding, at the present time, of certain discussions we have had concerning the ________________________ (name of game), hereinafter called the Game , owned by _____________________________ (Name of Owner of Game) of ______________________________________________ (street address, city, state, zip code), hereinafter called Game Developer , and __________________________ (Name of Owner of Console) a corporation organized and existing under the laws of the state of ___________________ (name of state), with its principal office located at _________________ ______________________________ (street address, city, state, zip code) , referred to herein as Console Owner ; I. This MOU is intended to be an outline to assist the parties in preparing a definitive final Agreement and not intended to contractually bind either of us in any way, nor shall we be legally bound until an Agreement, in form and content satisfactory to each of us and our respective counsel is fully executed by us. After execution of such Agreement, neither party shall be entitled to rely upon this MOU nor any promises (whether oral or written) that may have been made or that may be made in the future, in connection with the negotiations pertaining to the use by Game Developer of the console known as ___________________________ (Name of Console), hereinafter called the Console, owned by or licensed to Console Owner with regard to playing the Game on said Console. II. Execution of this MOU shall not obligate either party to accept any particular terms, but will preclude both parties from insisting on any terms that are inconsistent with those terms described in this MOU. It is expressly agreed that if a mutually acceptable final agreement (the Final Agreement) is not agreed to and executed by both parties on or before _____________ (date) neither party shall have any further obligation to continue negotiating with the other. III. Console Owner owns or has the license to market the Console. Game Developer owns or has the license to market the Game. IV. Upon execution of a Final Agreement, Console Owner shall grant to Game Developer a nonexclusive license to market the Game in the territory agreed upon by the parties for the consideration set forth in Paragraph V below. V. There will be no license fee charged to Game Developer for use of the Console if Game Developer allows Console Owner to generate ad revenue with regard to the Game. All such advertisements shall be subject to the approval of Game Developer, which approval shall not be unreasonably withheld. If the right to generate ad revenue is not allowed, the license fee shall be $_________ per Game sold which is loaded on the Console. Such payments shall be made at a time hereafter agreed upon if necessary. VI. License A. Upon execution of a Final Agreement , Console Owner shall grants to Game Developer a nonexclusive, nontransferable, world-wide license to use the Console solely for the purpose of selling the Game as loaded on the Console. The loading of the game on the Console shall be sole responsibility of Game Developer. B. The right to license the Console shall remain in Console Owner at all times. C. Game Developer shall not have the right to modify or adapt the Console for any use other than described herein. VII. Patent and Copyrights A. Game Developer warrants that: 1. He is the owner of the Game including all intellectual property rights in the Game under copyright, patent, trademark, trade secret, and other applicable law; 2. The Game does not infringe or otherwise violate any copyright, patent, or trade secret of any third party; and 3. As of the date of this MOU he has not received notice of any claim from a third party that the Game infringes intellectual property rights of any third party. VIII. Confidential Information A. Both the Game and the Console and all information which is provided to either party by the other pursuant to this MOU is confidential, including, but not limited to, drawings, Object Code, Source Code, computer program listings, techniques, algorithms and processes, and technical and marketing information. Such information is hereinafter called the Confidential Information and shall be treated confidentially by both parties, their employees and representatives, and shall not be disclosed without the prior written consent of the owner or licensee of the Confidential Information. Information shall not be considered to be Confidential Information if it: 1. Is already or otherwise becomes publicly known through no act of the receiving party; 2. Is lawfully received from third parties subject to no restriction of confidentiality; or 3. Can be shown by the receiving party to have been independently developed by it prior to such disclosure. B. Neither Console Owner nor Game Owner shall not copy, reproduce, remanufacture, or disassemble the Object Code or in any way duplicate all or any part of the Confidential Information, including translating it into another software language, except in accordance with the terms and conditions of this MOU. C. The terms set forth in this Paragraph VIII are binding on each party and shall survive the termination of this MOU. IX. Termination of MOU. This MOI may be terminated by either party upon ______ (number) days notice to the other party at the addresses set forth above. X. Notices. Any notice provided for or concerning this MOU shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this MOU. XI. Mandatory Arbitration. Any dispute under this MOU shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XII. Modification of MOU. Any modification of this MOU or additional obligation assumed by either party in connection with this MOU shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XIII. Assignment of Rights. The rights of each party under this MOU are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. WITNESS our signatures as of the day and date first above stated. ___________________________________ (Name of Console Owner) ________________________ By: _______________________________ (P rinted Name of Game Developer) (P rinted Name & Office in Corporation) ________________________ __________________________ (Signature of Game Developer ) (Signature of Officer)