CONFIDENTIALITY AGREEMENT

WHEREAS Playtester and VGMarket are working on a project together (the "Project");

WHEREAS, in their deliberations on the Project, VGMarket and Playtester will obtain and review certain information which may be of a financial, commercial or technical nature;

WHEREAS some of the foregoing information may be confidential and each of the VGMarket and Playtester would not have agreed to disclose such information if the other party had not accepted the following terms and conditions;

THE PARTIES AGREE AS FOLLOWS:

1. For the purpose hereof, the expression "Information” means any and all information owned, used or pertaining to the party hereto that provides, or causes to be provided, such information (the "Disclosing Party") to the receiving party (the "Recipient"), including without limitation, commercial and financial data, business plans, methods, techniques and procedures, supplier and customer relationships, marketing plans, sales networks, business projects, trade secrets, technical information, research results and other data, in either oral, written, digital or other form, relating to the business and affairs or the financial situation of the Disclosing Party which are not generally known to the public through legitimate origins.
2. This Agreement does not cover Information:
   1. which was legitimately known to the Recipient at the time of disclosure, as shown by documentation or other satisfactory proof sufficient to establish such prior knowledge;
   2. which was acquired by the Recipient from a third party having no obligations towards the Disclosing Party to keep such Information confidential; or
   3. which becomes part of the public domain without the intervention of the Recipient.
3. Each party acknowledges that the discussions they have had or will have in the future have not yet been publicly disclosed. Each party agrees not to disclose these discussions, nor the other party's willingness to give serious consideration to the Project, to any third party. Both parties further agree and undertake not to use said negotiations or any part thereof as a bargaining tool or strategy with or against any other party which is or could be interested in a transaction similar to the Project.
4. All Information shall be treated by the Recipient as confidential. The Information shall not be disclosed to a third party without the prior written authorization of the Disclosing Party. Access to the Information shall be restricted to the employees, agents and representatives of the Recipient who need to know such Information for the purpose of evaluating the Project. All persons having access to the Information shall be informed of the confidential nature of such Information and shall be directed to treat such Information with the utmost confidentiality.
5. The Recipient shall maintain a record of all copies made of the Information and will require any person having access thereto to make only such copies of the Information or portion thereof as may be necessary and shall maintain a record thereof.
6. The Recipient shall otherwise take all necessary and appropriate action to safeguard the Information from disclosure to anyone other than as permitted hereby and, at a minimum, use efforts commensurate with those that such Recipient employs for protecting the confidentiality of corresponding Information of its own which it does not desire to disclose or disseminate, but in no event less than reasonable care.

7. The Recipient shall notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of the Information, or any other breach of this Agreement, and will cooperate with the Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Information and prevent any further unauthorized use.
8. In the event that the Recipient or its employees, agents or representatives are required by law to disclose any Information of the Disclosing Party, the Recipient shall provide the other with prompt prior written notice of such requirement so that the Disclosing Party may seek an appropriate protective order, or avoid or limit the disclosure.
9. In the event that the Project is not finalized, or upon written request by the Disclosing Party, the Recipient shall promptly secure the return to the Disclosing Party of any and all Information as well as any reproduction or summary thereof in any form, without retaining any copy thereof.
10. The Information shall remain the exclusive property of the Disclosing party or its suppliers. By disclosing the Information to the Recipient, Disclosing Party does not grant any express or implied right to Recipient to any Disclosing Party patents, copyrights, trademarks, or other proprietary or intellectual property rights.
11. Each party acknowledges that the other party does not make any representation or warranty as to the accuracy or completeness of its Information and shall not have any liability resulting from the use of such Information by the Recipient or any other person.
12. This Agreement shall not be construed as an obligation for a party to provide any Information.
13. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous discussions, correspondence, understandings or agreements, whether written or oral, with respect to such matters.
14. Any Article, Section, Subsection or other subdivision of this Agreement or any other provision of this Agreement which is deemed to be or becomes, illegal, invalid or unenforceable shall be severed here from and shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions hereof which shall remain in full force and effect.
15. No failure or delay by a Disclosing Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.
16. No amendment or waiver to the terms and conditions of this agreement shall be valid and binding on the parties hereto unless made in writing and signed by an authorised representative of each of the parties.
17. In the event of any breach by a party hereto or any of its employees, agents or representatives of any of the terms or conditions hereof, the other party shall be entitled to enforce same by means of injunction, the whole without prejudice to any other recourses available to it under the circumstances.
18. This agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, permitted assigns, subsidiaries and affiliates.
19. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue of any dispute shall lie in Broward County, Florida.