External Disclosure Agreement

IMPORTANT—READ CAREFULLY: This External Disclosure Agreement ("Agreement") is between IGT, a Nevada corporation with its principal place of business at 9295 Prototype Drive, Reno, Nevada 89521 ("IGT") and either you as an individual or as an authorized representative of an organization ("You"). This Agreement describes the terms and conditions under which You may disclose to IGT your inventions (whether patented or not), and other information and materials (collectively referred to as "Disclosures"). IGT does not solicit suggestions or disclosures and providing this mechanism on IGT’s website does not constitute an invitation or request to disclose an idea. IGT strongly encourages you to obtain protection under the United States Patent and Copyright laws prior to submitting your disclosure.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU REPRESENT AND WARRANT THAT YOU ARE EITHER (A) ACCEPTING THE TERMS OF THIS AGREEMENT ON YOUR OWN BEHALF OR (B) AN AUTHORIZED REPRESENTATIVE OF AN ORGANIZATION AND ARE ACCEPTING THE TERMS OF THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION. THE TERMS OF THIS AGREEMENT MUST BE ACCEPTED IN ORDER TO MAKE DISCLOSURES TO IGT.

IGT desires to ensure that You are aware of, understand, acknowledge and agree to the conditions under which IGT receives Disclosures for its evaluation.

You and IGT agree as follows:

1. This Agreement and the terms and conditions it contains cover all Disclosures made by You to IGT by any means of communication and in any format or media. This Agreement constitutes the entire agreement between You and IGT and supersedes any and all prior contracts, agreements and undertakings, whether written or oral, between You and IGT that potentially could relate to your Disclosures.

2. You acknowledge that IGT may have developed, conceived or had suggested to it many ideas and that there is the possibility that any Disclosure made by You is the same or similar, in whole or in part, to ideas and concepts already known to IGT. You agree that any similarities between your Disclosures and those known to IGT shall not give rise to any claims related to or arising out of such similarities, including but not limited to claims for copyright, trademark and/or trade secret infringement or idea misappropriation. You agree that IGT may use without any restrictions by you any ideas or concepts developed independently by IGT or submitted by third parties, prior to, during, or after receiving your Disclosure without any right of compensation or attribution to you.

3. You acknowledge that You make your Disclosure to IGT voluntarily and non-confidentially and IGT has no duty or obligation to maintain your Disclosure as confidential or otherwise to not disclose the Disclosure to others. You agree that IGT may disclose your Disclosure or any part thereof to others without any liability or obligation to You.

4. IGT has no obligation of any kind whatsoever to You with regard to your Disclosure or otherwise, including but not limited to, attribution, any implied or express financial, fiduciary or other obligation. You agree that IGT may use your Disclosures or any part thereof without any liability or obligation to You, subject to Paragraph 6 of this Agreement.

5. You understand and agree that IGT’s willingness to accept disclosure of your Disclosure is not an admission by IGT of novelty, priority, or originality. You agree that IGT has, and will continue to have, the right to contest any and all forms of legal protection relating to your Disclosure, including, but not limited to, the right to contest existing or future patents, trademarks or copyrights.

6. You acknowledge and agree to rely solely and entirely upon such protection, if any, for your Disclosure, and any part thereof, as may be afforded under the patent and copyright laws of the United States of America. You waive any and all rights relating to your Disclosure including, but not limited to, protection under common law rights, statutory rights, and trade secret protection, except such rights, if any, that you may be able to obtain under the patent and copyright laws of the United States of America.

7. You acknowledge and agree that under no circumstances will IGT compensate or attribute anyone for mere suggestions as to how to improve its products or for ideas which are not proprietary. For the purpose of clarification only, examples of suggestions as to how to improve its products or ideas which are not proprietary include, but are not limited to: IGT should make a slot machine with a cup holder; IGT should make a XYZ brand/ theme slot machine.

8. You represent and warrant that (a) You have the right to make your Disclosures to IGT, (b) all ideas and information and materials disclosed or provided in your Disclosure to IGT and all related intellectual property rights are your original works and owned by you and do not infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party, and (c) You are entering into this Agreement free and clear of any obligation to any person or entity. You agree to defend and indemnify IGT, its employees, officers and agents against any and all claims, demands, suits, losses, damages, costs and expenses relating to your Disclosures, this Agreement or any breach of a representation or warranty made by You in this Agreement.

9. IGT receives a large number of disclosures for third-parties such as yourself. The only consideration provided by and expected of IGT under this Agreement is the use of the valuable time and other resources of IGT to review and contemplate your Disclosures. You expressly acknowledge that this is adequate consideration under this Agreement, and that IGT has no obligation to and would not otherwise review these materials but for this express acknowledgement. Further, IGT in its sole discretion may decide the amount of time and other resources to allocate for the purpose of reviewing and contemplating your Disclosures. However, IGT has no obligation to provide You with its evaluation of your Disclosure or to explain its rationale if it chooses to not proceed any further with your Disclosure in order to protect its business interests.

10. You agree not to bring any claim, lawsuit or action against IGT relating in any way to your Disclosures, or this Agreement, except any claim under protection provided by the United States Patent and Copyright laws. You release IGT, its employees, officers, attorneys and agents from any and all claims, lawsuits or other actions, except those under the United States Patent and Copyright laws. If you bring any claims, lawsuits, or other actions against IGT, its employees, officers, attorneys or agents, except those under the United States Patent and Copyright law, you agree that you will reimburse IGT, its employees, officers, attorneys and agents for all costs, including, but not limited to attorney fees and legal costs, arising from your claims, lawsuits, or other actions.

11. You acknowledge and agree that all the terms and conditions of this Agreement are reasonable and necessary in order to protect IGT and are enforceable against You. You further agree that if any term or clause in this Agreement shall to any extent be found to be invalid or unenforceable, the validity and enforceability of the remainder of this Agreement shall not be affected thereby. You acknowledge and agree that, irrespective of the party which first suggested or drafted this Agreement or any provision in it, this Agreement and its provisions shall not be construed for or against any party hereto.

12. You have read and understood this entire Agreement prior to entering into this Agreement and have done so as your own free and voluntary act. You agree that you have had the opportunity to consult with an attorney regarding this Agreement and all its provisions and to obtain independent and competent legal advice regarding this Agreement.

13. You agree that IGT has made no representations, warranties or promises relating to your Disclosure, in this Agreement or otherwise and that You are not relying in any way upon any representation, warranty or promise by IGT or any of its employees or agents.

14. You either (a) have the legal capacity to enter into this Agreement on your own, or (b) if entering into this Agreement on behalf of a company or similar entity, have the authority to bind such company or entity.

15. This Agreement shall be construed according to the laws of the State of Nevada without reference to any conflict of law rules. Any legal actions prosecuted or instituted with respect to any matter arising under or growing out of this Agreement shall only be brought in state or federal courts located in Nevada

THIS IS A BINDING LEGAL CONTRACT. DO NOT AGREE TO IT UNTIL YOU HAVE READ IT AND UNDERSTOOD IT IN ITS ENTIRETY AND HAVE CONSULTED WITH YOUR ATTORNEY REGARDING IT.

By clicking the "ACCEPT" button below, You acknowledge that You have read the terms of this Agreement and that You understand and agree to such terms.