1. Purpose

The Disclosing Party intends to disclose certain confidential information to the Receiving Party for the purpose of testing and evaluating the Nexus Arcade application and its related features (the "Purpose").

2. Definition of Confidential Information

"Confidential Information" means all information, materials, or data disclosed in connection with the Purpose, whether oral, written, or digital, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

• Game features and mechanics.
• User interface designs and functionality.
• Test results, bugs, and performance feedback.
• Technical specifications, source code, and APIs.
• Any other proprietary or unpublished information about Nexus Arcade.

3. Exclusions from Confidential Information

Confidential Information does not include information that:

• a) Was already known to the Receiving Party without restriction before disclosure.
• b) Is or becomes publicly available through no fault of the Receiving Party.
• c) Is lawfully received from a third party without restriction.
• d) Is independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information.

4. Obligations of Receiving Party

• a) Use the Confidential Information solely for the Purpose.
• b) Not disclose the Confidential Information to any third party without prior written consent of the Disclosing Party.
• c) Protect the Confidential Information using the same degree of care as the Receiving Party uses to protect its own confidential information but no less than reasonable care.
• d) Notify the Disclosing Party immediately if the Receiving Party becomes aware of any unauthorized use or disclosure.

5. Term

This Agreement and the obligations of the Receiving Party will remain in effect for a period of two (2) years from the Effective Date or until the Disclosing Party provides written notice releasing the Receiving Party from this Agreement.

6. Return or Destruction of Confidential Information

Upon request by the Disclosing Party, the Receiving Party must return or destroy all materials containing Confidential Information, including any copies, within five (5) business days.

7. No Rights Granted

Nothing in this Agreement is intended to grant the Receiving Party any rights, licenses, or interests in the Confidential Information, except for the limited purpose of evaluation and testing under this Agreement.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom.

9. Remedies

The Receiving Party acknowledges that any unauthorized use or disclosure of the Confidential Information may cause irreparable harm to the Disclosing Party, entitling it to seek injunctive relief or other remedies.

10. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements, written or oral, relating to the subject matter.