EVERQUEST LEGENDS™

BETA TEST NONDISCLOSURE AGREEMENT

IMPORTANT: THIS AGREEMENT PROHIBITS THE STREAMING OF GAME PLAY, THE PUBLIC DISSEMINATION OF GAME PLAY VIDEOS, AND THE PUBLIC SHARING OF GAME INFORMATION, UNTIL THE NDA IS LIFTED IN ACCORDANCE WITH SECTION 6 BELOW.

By clicking the "I Accept" button below, and by accessing and participating in the EverQuest Legends Beta Test, you agree to be bound by the terms and conditions of this Nondisclosure Agreement (the "Agreement"):

1. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, regardless of its form or format, disclosed by Daybreak Game Company LLC ("Daybreak") to you, which is designated as confidential or proprietary, or which, under the circumstances surrounding the disclosure, ought to be treated as confidential. Confidential Information includes, but is not limited to, technical data, trade secrets, know-how, business plans, new products, strategies, and information regarding customers, pricing, marketing, and the information described in section 2, below.

2. Specific Provisions for Prerelease Videogame Testing

This clause pertains to your prerelease access to and testing of the videogame tentatively entitled EverQuest Legends (the "Game"). You acknowledge and agree that, in the course of accessing and testing the Game, you will receive confidential information related to the Game including but not limited to the nature of the Game's content, including without limitation gameplay features, graphics, quests, storylines, and gameplay systems and mechanics; information about the Game shared via a private Discord channel and other private communications channels; and other non-public information about the game. All such information about the Game shall be treated as Confidential Information subject to the terms and conditions of this Agreement. You acknowledge and agree that the Confidential Information is being provided solely for the purpose of allowing you to play test the Game and provide feedback to the Daybreak (the "Engagement").

3. Exceptions

Notwithstanding the foregoing in sections 1 and 2, above, Confidential Information shall not include information which: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed by you without use of or reference to the Daybreak's Confidential Information; (d) is required to be disclosed by law, provided that you give Daybreak prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure; or (e) has been approved for release by Daybreak in writing.

4. Obligations of Confidentiality

You agree to:

Maintain the confidentiality of all Confidential Information;

Not disclose any such information to any third party without Daybreak's prior written consent;

Not use the Confidential Information for any purpose outside the scope of the Engagement without Daybreak's prior written consent;

Notify Daybreak immediately upon discovery of any unauthorized use or disclosure of Confidential Information and to cooperate with Daybreak to help regain control of the Confidential Information and prevent further unauthorized use or disclosure; and

Promptly return or destroy all copies of Confidential Information upon Daybreak's request.

5. Ownership and Confidentiality of Feedback

Any feedback, suggestions, ideas, or other information that you provide to Daybreak in connection with this Agreement concerning the videogame EverQuest Legends, including but not limited to potential improvements or modifications, shall be the sole and exclusive property of Daybreak and shall be treated as Confidential Information. You acknowledge and agree that you will not acquire any rights, title, or interest in or to any feedback, nor shall you receive any compensation or credit for such feedback, unless otherwise mutually agreed upon in writing. You hereby assigns all rights, title, and interest in any such feedback to Daybreak and agree to execute any necessary documents to effectuate the assignment of such rights. The provisions of this section 5 shall survive any termination or expiration of this Agreement.

6. Term

This Agreement shall become effective on the Effective Date and shall remain in effect for one (1) year; provided, however, that Receiving Party's confidentiality obligations hereunder shall survive any expiration or termination of this Agreement and shall remain in effect until the Confidential Information becomes subject to an exception set forth in section 3, above. Notwithstanding the above in this section 6, in the event that Daybreak publicly announces that the restrictions of the NDA have been lifted, you may thereafter stream gameplay, share videos of your gameplay, and otherwise publicly share the details of your game experience with others.

7. No License

This Agreement does not grant you any license, express or implied, to Daybreak's Confidential Information or intellectual property. You acknowledge that all rights, title, and interest in and to the Game and any Confidential Information, including any and all intellectual property rights therein, are owned by Daybreak. You further agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Game or any software provided as part of the Confidential Information, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

8. Remedies for Breach of Agreement

In the event of your breach of this Agreement, Daybreak shall be entitled to seek all remedies available under applicable law, including but not limited to injunctive relief to prevent the further disclosure of Confidential Information and to compel the return of such Confidential Information. Daybreak's right to seek remedies shall not be limited or waived by any other provision of this Agreement. Without limiting the foregoing, you acknowledge that any unauthorized disclosure of Confidential Information may cause substantial harm to Daybreak that could not be remedied by the payment of damages alone. Accordingly, you agree that, in addition to any other remedies available to Daybreak, Daybreak shall be entitled to seek injunctive relief to enforce the terms of this Agreement and to prevent any further breach. Furthermore, you shall be liable for any and all costs, including reasonable attorneys' fees, incurred by Daybreak in enforcing the terms of this Agreement or in pursuing any remedy available under applicable law as a result of such breach.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the state and federal courts located in California.

10. Severability

If any provision of this Agreement, or the application thereof to any person or circumstance, is found to be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and its application shall not be affected thereby and shall be enforced to the greatest extent permitted by law. In such case, the parties agree to substitute for such invalid, illegal, or unenforceable provision a valid provision which most closely approximates the intent and economic effect of the invalid, illegal, or unenforceable provision.

11. Integration

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. No amendment, modification, or supplement of any provisions of this Agreement shall be valid or effective unless made in writing and signed by both parties. This Agreement may not be amended by the parties except by a written agreement signed by both parties hereto.

12. Waiver

The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision unless acknowledged and agreed to by the party in writing. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.