Non-Disclosure Agreement: Online
In order to protect certain Confidential Information (as defined below), this Non-Disclosure Agreement: Online (“Agreement”) is made by Boomi, LP, for itself, and Boomi TopCo, LP, together with its direct and indirect subsidiaries, (collectively “Boomi”), and the entity employing the person who accepts this NDA, below (“Participant”), as of the date of clicking to accept. The Party disclosing Confidential Information hereunder is referred to as “Discloser” and the Party receiving Confidential Information hereunder is referred to as “Recipient”.
- Mutual Agreement. The Agreement shall apply to the nonpublic information received by Participant from Boomi. Confidential Information. “Confidential Information” disclosed under this Agreement is defined as any information, technical data, report, or know how furnished, whether in written, electronic, website-based, or other form by Boomi from Boomi’s website or including without limitation any security assessments, audit reports, SOC1 or SOC2 reports, or any other documents (a) is marked, accompanied or supported by documents clearly and conspicuously designating such documents as “confidential”, “internal use” or the equivalent; or (b) that should reasonably be known by Recipient to be confidential. Each Party agrees not to issue or release any articles, advertising, publicity or other material relating to any other Party’s Confidential Information or mentioning or implying the name of any other Party without the prior written consent of such other Party.
- Term and Termination. This Agreement may be terminated at any time, but the terms and conditions of this Agreement shall survive any such termination with respect to Confidential Information that is disclosed prior to the effective date of termination.
- Permitted Use. Recipient will use Confidential Information only for the purpose of and in connection with the evaluation of a potential, or continuation of a business transaction or relationship between the Parties. Recipient may disclose Confidential Information to any of its related organizations that are identified above in this Agreement, and to its directors, officers, employees, contractors, advisors, and agents, so long as such organizations and/or individuals have a need to know in their work for Recipient in furtherance of the potential or continued business transaction or relationship, and are bound by obligations of confidentiality at least as restrictive as those imposed on Recipient in this Agreement (collectively, “Representatives”). Recipient is fully liable for any breach of this Agreement by its Representatives. Recipient will use the same degree of care, but no less than a reasonable degree of care, as the Recipient uses with respect to its own similar information to protect the Confidential Information. Recipient may only disclose Confidential Information as authorized by this Agreement. Upon the Discloser’s written request, Recipient will promptly return or destroy all Confidential Information received from the Discloser, together with all copies. Notwithstanding the foregoing, Recipient’s professional advisors (e.g., lawyers and accountants) may retain in confidence one file copy of their respective work papers and final reports in accordance with their professional and ethical obligations.
- This Agreement imposes no obligation upon a Recipient with respect to Confidential Information which (a) the Recipient can demonstrate was already in its possession before receipt from the Discloser; (b) is or becomes publicly available through no fault of the Recipient or its Representatives; (c) is rightfully received by the Recipient from a third party who has no duty of confidentiality; (d) is disclosed by the Discloser to a third party without a duty of confidentiality on the third party; or (e) is independently developed by the Recipient without a breach of this Agreement. If a Recipient is required by a government body or court of law to disclose Confidential Information, to the extent permitted by law, the Recipient agrees to give the Discloser reasonable advance notice so that the Discloser may contest the disclosure or seek a protective order.
- WARRANTY & DISCLAIMERS. DISCLOSER WARRANTS THAT IT HAS THE RIGHT TO DISCLOSE ITS CONFIDENTIAL INFORMATION. NO OTHER WARRANTIES ARE MADE UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DISCLOSER HAS NO RESPONSIBILITY OR LIABILITY UNDER THIS AGREEMENT AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.
- Export Compliance. Recipient will adhere to all applicable United States and foreign export control laws and will not export or re-export any technical data or products, to any proscribed country listed in the U.S. Export Administration regulations, unless properly authorized by the U.S. Government.
- All Confidential Information disclosed hereunder will remain property of the Discloser. No Party grants to the other any rights under any patent, copyright, trade secret, trademark or any other intellectual property right.
- The obligations and duties imposed by this Agreement with respect to any Confidential Information may be enforced by Discloser against any and all Recipients. Each Party acknowledges that damages for improper disclosure of Confidential Information may be irreparable; therefore, the injured Party may be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies at law or in equity.
- MISCELLANY: THIS AGREEMENT IS MADE UNDER, AND WILL BE CONSTRUED ACCORDING TO, THE LAWS OF THE STATE OF DELAWARE, EXCLUDING THE CONFLICTS OF LAW RULES. This Agreement does not create a joint venture, partnership or other similar arrangement or relationship. Acceptance by an online acceptance or click – or electronic or facsimile signatures – will have the same legal effect as original signatures and may be used as evidence of execution.