GROUP4 LABS, Inc., a Delaware corporation (the "Company" or the "Disclosing Party"), hereby commits to the individual or entity identified below ("Participant" or the "Receiving Party"), effective the date of the acknowledgement of the reader of this document:
1. In consideration of, and reliance upon, the covenants of the Company and Participant herein contained, the parties have or may disclose to each other certain information (hereinafter referred to as "Confidential Information"), including, without limitation, information concerning current, future or proposed products; financial performance and projections; customers; employees; contracts; strategic relationships; marketing plans and business plans; and other information. All documents, disclosures and written or oral statements disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") shall be deemed "Confidential Information" unless clearly marked otherwise or if the information in such documents, disclosures or statements is non-confidential pursuant to Section 5 below. Except as provided herein, "Confidential Information" shall include, without limitation, proprietary, technical, marketing, operating, performance, cost, business pricing policies, programs, inventions, discoveries, trade secrets, techniques, processes, computer programming techniques, and all record bearing media containing or disclosing such information and techniques disclosed pursuant to this Agreement. Any source code or unlinked object files or modules disclosed by the Disclosing Party to the Receiving Party shall be deemed "Confidential Information" unless it is clearly and in writing marked as "Non-Confidential."
2. The Confidential Information shall be used by the Receiving Party solely for evaluating and undertaking business and/or transactions between Participant and the Company. Upon demand or, if not otherwise demanded, upon the termination of such project or purposes, the Confidential Information and all copies thereof and notes made therefrom shall be immediately destroyed by the Receiving Party or returned to the Disclosing Party. If destroyed, the Receiving Party shall on request certify in writing to the Disclosing Party that all such information, including all copies, has been destroyed. The obligations of non-disclosure hereunder shall continue notwithstanding any termination of the project or purposes set forth above.
3. Except as permitted herein, the Receiving Party shall not disclose, publish or communicate the Confidential Information to any third party without the prior written consent of the Disclosing Party and shall use its best efforts to prevent inadvertent disclosure of the Confidential Information to unauthorized personnel or to any other third party, including establishing and monitoring internal procedures regarding the Confidential Information which are at least as protective as the protection the Receiving Party affords its own confidential information, and no less than reasonable protective steps. The Receiving Party may disclose the Confidential Information to its attorneys, accountants and advisors who have a bona fide need to know and who have been advised of and have agreed to comply with the terms and conditions of this Agreement relating to such disclosure.
4. The Receiving Party shall not use the Confidential Information nor circulate it within its own organization except to the extent necessary or desirable for negotiations, discussions and consultations with personnel or authorized representatives of the parties, relating to the purposes of Section 2 above.
5. The obligations of this Agreement hereof shall not apply to any Information if:
(a) it was in the public domain at the time of communication to the Receiving Party or is later placed in the public domain by the Disclosing Party;
(b) it entered the public domain through no fault of the Receiving Party subsequent to the time of disclosure hereunder to the Receiving Party;
(c) it was in the Receiving Party's possession free of any obligation of confidence prior to disclosure hereunder; or
(d) it was developed by employees or agents of the Receiving Party prior to the date of this Agreement independently of and without reference to any Confidential Information.
6. Confidential Information may be disclosed by a Receiving Party pursuant to legal process, provided that the Receiving Party informs the Disclosing Party of the same and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order with respect to such disclosure or otherwise contests such disclosure.
7. This Agreement shall be construed in accordance with the laws of the State of California, without regard to principles of conflicts of laws.
8. This Agreement shall govern all communications of the Confidential Information of the Disclosing Party between the parties during the period from the date of this Agreement to the date on which the Disclosing Party gives to the Receiving Party notice that subsequent communications shall not be so governed.
IN WITNESS WHEREOF, the Company has executed this Agreement.
IN WITNESS WHEREOF, the Participant has executed this Agreement by acknowledging the questionnaire on this website.
Group4 Labs, Inc.
1600 Adams Drive, Suite 112
Menlo Park, CA 94025