BY CHECKING THE BOX "I ACCEPT" OR BY CHOOSING "ACCEPT", YOU ACKNOWLEDGE THAT YOU HAVE FULLY READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THE CONFIDENTIALITY AGREEMENT BELOW AND UNDERTAKE TO OBSERVE AND TO BE BOUND BY SUCH TERMS AND CONDITIONS.

YOU ("YOU") UNDERSTAND THAT ANY INFORMATION REGARDING THE VIDEO GAME "THE DIVISION 2" (WORKING TITLE) (THE "GAME") IS HIGHLY CONFIDENTIAL AND SHALL NOT BE DISCLOSED TO ANY THIRD PARTY. YOU ACKNOWLEDGE THAT ANY DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION WILL RESULT IN IRREPARABLE HARM TO UBISOFT AND UBISOFT WILL BE ENTITLED TO PAYMENT OF DAMAGES.

IF YOU DO NOT ACCEPT, YOU WILL NOT BE ALLOWED TO PARTICIPATE TO THE CLOSED ALPHA.

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement is an agreement between You, an individual, and Ubisoft Entertainment and/or its affiliates, beneficiaries and/or licensors ("UBISOFT"). You and Ubisoft shall be referred to herein collectively as the "Parties" and individually as the "Party".

UBISOFT wishes to disclose to You certain information considered to be confidential regarding the Game, not yet released, for the purpose of personal entertainment and individual evaluation and testing of the Game and all associated components thereof by You during a CLOSED ALPHA to be organized between December 13, 2018 and December 17, 2018 (hereinafter the "Test").

THEREFORE, in consideration of the terms and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties mutually agree as follows:

1. "Confidential Information" as used in this Confidentiality Agreement shall mean any and all technical and non-technical information relating to the Game that will be disclosed to You prior or after the Test, regardless of form, proprietary or maintained in confidence by UBISOFT, and shall include, without limitation, (a) the Game, including components to be delivered to You for installation on your computer equipment and components to be accessed remotely by You via electronic communications; (b) discoveries, ideas, concepts, trade secrets, drawings, works of authorship, trademarks, inventions, know-how, technologies, tools, analysis, process data, schematics, methods, design, software programs, source code, object code and related documents; (c) information regarding research, development, service offerings and products, contracts, schedule, operations, procedures, marketing techniques, strategies, marketing and selling plans, business plans, budgets and unpublished financial statements, financial information, arrangements, prices and costs, suppliers and customers, and other business data; (d) the existence of any business discussions, negotiations or agreements between the Parties including the existence of this Agreement, (e) products under development (including related text, content, builds, game documentation, guidelines), (f) any and all information pertaining to the Game, including, without limitation, the storyline, the characters, audio and graphics, messages, videos, screenshots, communication aspects, the release date, as well as any other type of content related to the Game accessible directly or indirectly through the Game and/or through any other related media (such as mobile application or webpage supporting the Test); and (g) any recommendation and/or observation made by the Receiving Party with regards to the Game.

2. YOU ACKNOWLEDGE THAT THE GAME HAS NOT YET BEEN COMMERCIALLY RELEASED AND IS THUS HIGHLY CONFIDENTIAL. YOU AGREE THAT YOU SHALL NOT DISCLOSE ANY INFORMATION REGARDING THE GAME (AND/OR ANY OTHER CONFIDENTIAL INFORMATION) TO ANY THIRD PARTY NOR POST ANY SUCH INFORMATION ON ANY WEBSITE, INCLUDING SOCIAL NETWORKS (INCLUDING WITHOUT LIMITATION FACEBOOK, LINKEDIN, TWITTER, UBI BLOG, GOOGLE+, VIMEO, INSTAGRAM, SNAPCHAT) and/or media platforms (including without limitation YouTube, Dailymotion, Twitch TV) or on any internal and/or external communication and promotional materials belonging to YOU. YOU AGREE THAT YOU SHALL NOT CAPTURE GAMEPLAY CONTENT OF THE GAME, POST IMAGES OF THE GAME ONLINE, CREATE AND DISPLAY LIVE STREAMS OF THE GAME AND DISCUSS THE TEST ANYWHERE ONLINE (ASIDE FROM THE DEDICATED FORUM AS SPECIFIED BY UBISOFT IF ANY).

3. Your obligations under this Confidentiality Agreement shall subsist for a period of 5 (five) years from the date of disclosure by UBISOFT to You of the last Confidential Information. By way of exception to the 5 year term above, your obligations under this Confidentiality Agreement with respect to any portion of the Confidential Information shall terminate as soon as You can document that such portion of the Confidential Information: (a) was in the public domain at the time it was communicated to You by UBISOFT; (b) has entered the public domain subsequent to the time it was communicated to You by UBISOFT, otherwise than by a breach by You of this Confidentiality Agreement; (c) was already in your possession, free of any obligation of confidence, at the time it was communicated to You by UBISOFT; (d) was rightfully communicated to You by a third party, free of any obligation of confidence, subsequent to the time it was communicated to You by UBISOFT. In addition, You may disclose UBISOFT's Confidential Information in response to a valid order by a court of competent jurisdiction or other governmental body, as otherwise required by law, or as necessary to establish the rights of either Party under this Agreement; provided, however that You shall provide UBISOFT with prior written notice of any such disclosure in order to allow UBISOFT to contest such order. In any such event, You will disclose only such Confidential Information as is legally required and will exercise reasonable efforts to obtain confidential treatment for any Confidential Information being disclosed.

4. You state and guarantee to UBISOFT that You:

(i) have full power and authority to enter into this Confidentiality Agreement and are not bound by any agreement, commitment or obligation of a similar or other nature whatsoever prohibiting the conclusion of this agreement and the full execution of all and each of the requirements; and

(ii) are 18 or older and are not a principal, employee, agent, independent contractor, officer or director of a developer or publisher of video or computer games (other than Ubisoft Entertainment affiliated companies); and

(iii) are entering into this Confidentiality Agreement on a completely voluntary basis with no expectation of consideration, remuneration or any form of compensation whatsoever other than what is expressly provided for in this Confidentiality Agreement.

5. In consideration of your access to the Confidential Information, including versions of the Game not publicly released, UBISOFT may ask You to provide comments and suggestions on the functionality and performance of the Confidential Information and You agree on:

- Testing and evaluating the Game following UBISOFT'S instructions

- Provide answers to specific game-related questions and provide feedback to UBISOFT at UBISOFT's request.

Being stated that UBISOFT can provide assistance in testing where appropriate and at UBISOFT's sole discretion.

UBISOFT may use any and all Confidential Information and your comments and suggestions on the functionality and performance of the Confidential Information for any and all purposes without restriction. You agree that You shall not at any time assert or claim any right, title or interest arising from or in connection to any content and element constituting or pertaining to the Confidential Information and to comments and suggestions on the functionality and performance of the Confidential Information. All rights not specifically and expressly granted by UBISOFT to You are hereby reserved by UBISOFT.

6. Upon UBISOFT's request, You shall promptly return to UBISOFT all documents and any tangible material or medium containing or representing such Confidential Information, including all copies, notes, summaries, and abstracts thereof.

7. You warrant UBISOFT that (i) UBISOFT shall not be required to make any payments of any nature for, in connection with or pursuant to this Agreement, (ii) You shall indemnify, defend, save and hold UBISOFT and its licensors and officers, directors, shareholders, agents, and employees, harmless from any and all actions, claims, loss, damages and other costs and expenses (including, without limitation, reasonable attorneys' fees) arising out of or relating to a breach of this Agreement. You acknowledge and agree that UBISOFT has developed such Confidential Information by the investment of significant time, effort and expense, and that Confidential Information provides UBISOFT with a significant competitive advantage in its business. YOU AGREE THAT UNAUTHORIZED COPYING AND/OR DISCLOSURE OF THE GAME (AND/OR ANY OTHER CONFIDENTIAL INFORMATION) WILL RESULT IN IRREPARABLE HARM TO UBISOFT. Accordingly, in the event of any breach of this Confidentiality Agreement by You, You acknowledge and agree that UBISOFT is entitled to injunctive, or other equitable relief as the court deems appropriate, and to any other rights UBISOFT may have at law or in equity. UBISOFT WILL TAKE ALL LEGAL ACTIONS NECESSARY TO PROTECT THE CONFIDENTIAL INFORMATION.

8. You acknowledge and agree that the Game is under development and therefore may contain major and/or minor bugs and is provided by UBISOFT "as is". The Receiving Party agrees to test the Game at its own risks. UBISOFT disclaims any and all warranty regarding the Game including without limitation, its quality or compatibility with the Receiving Party's game system. UBISOFT shall not be responsible for any interruption, loss of data, any damages occurred during the Game playtest.

9. This Confidentiality Agreement represents the entire understanding of the Parties with respect to the subject matter hereof, and supersedes any other prior or contemporaneous agreements or understandings, whether written or oral. This Confidentiality Agreement may only be changed by written agreement of the Parties. Should any provision of the Confidentiality Agreement be found by a competent authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Confidentiality Agreement.

10. You acknowledge and agree that (i) any aspects of the Game and the Test (including the use of any mobile application or webpage supporting the Test) are governed by the Terms of Use of Ubisoft Services accessible on the website https://legal.ubi.com/termsofuse/en-INTL and that (ii) UBISOFT may collect and use certain user data in accordance with the privacy policy accessible on the website https://legal.ubi.com/privacypolicy/en-INTL.

11. You acknowledge and agree that, during the Test, UBISOFT may send You communication emails to the email address registered for the Test.

12. The validity of this Agreement and any of its terms and provisions, as well as the rights and duties of the Parties hereunder, shall be governed, interpreted and enforced in accordance with the laws of France. The French Courts shall have exclusive jurisdiction to hear and determine any claims, disputes, actions, or suits, which may arise under or out of this Agreement. The Parties agree and voluntarily consent to the personal jurisdiction and venue of such courts for such purposes.

13. It is agreed and understood that that either Party is not the agent or representative of the other Party and has no authority or power to bind or contract in the name of or to create any liability against the other Party in any way or for any purpose. Nothing contained herein shall be construed to create a partnership or joint venture between the Parties.

14. Considering the circumstances under which this Agreement is being discussed and signed, You agree to be bound by the terms hereunder without the express need of a countersignature by UBISOFT, but subject to your acceptance by checking the box "I ACCEPT" or by choosing "ACCEPT".

15. YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT BE DRAFTED IN ENGLISH / DIE PARTEIEN HABEN AKZEPTIERT, DAß DIESES ABKOMMEN IN ENGLISCH VERFAßT WIRD / LE PARTI HANNO ACCETTATO CHE LA PRESENTE INTESA SIA REDATTA IN INGLESE / LAS PARTES ACEPTARON QUE EL PRESENTE ACUERDO ESTÉ REDACTADO EN INGLÉS / AS PARTES ACEITAM QUE O PRESENTE CONTRATO SEJA REDIGIDO EM INGLÊS / PĂRȚILE ACCEPTĂ CA ACEST CONTRACT SĂ FIE REDACTAT ÎN LIMBA ENGLEZĂ / СТРАНИТЕ СА СЕ СПОРАЗУМЕЛИ, ЧЕ ТОВА СПОРАЗУМЕНИЕ СЕ ИЗГОТВЯ НА АНГЛИЙСКИ / PARTERNE ER NÅET TIL ENIGHED OM, AT DENNE AFTALE BLIVER UDARBEJDET PÅ ENGELSK / PARTNERNA HAR ACCEPTERAT AT AVTALET AVFATTAS PA ENGELSKA / DE PARTIJEN STEMMEN ERMEE IN DAT DEZE OVEREENKOMST IN HET ENGELS IS OPGESTELD / СТОРОНЫ СОГЛАСИЛИСЬ, ЧТО ЭТО СОГЛАШЕНИЕ БУДЕТ СОСТАВЛЕНО НА АНГЛИЙСКОМ ЯЗЫКЕ / PARTENE VAR ENIGE OM DENNE AVTALEN SKRIVES PÅ ENGLSK / OSAPUOLET OVAT SOPINEET ETTÄ TÄMÄ SOPIMUS LAADITAAN ENGLANNIKSI.

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