Individual Non-Disclosure Agreement

This Non-Disclosure Agreement (this "Agreement") is made as of ______________________________, 2018, between Quantcast International Limited, an Irish Limited Company ("Quantcast"), and the individual identified in the signature block below ("Individual"). Quantcast and Individual may be referred to herein individually as "Party" and collectively as "Parties."

The Parties have agreed to enter into discussions regarding a potential employment relationship or consulting engagement (hereinafter referred to as the "Purpose"). In order to pursue the Purpose, the Parties recognize that there is a need to disclose to Individual certain confidential information of Quantcast (or of any Group Company) to be used only for the Purpose and to protect such confidential information from unauthorized use and disclosure.

For the purposes of this Agreement, “Group Company” means Quantcast and the subsidiary/parent companies including, for the avoidance of doubt, Quantcast Corporation.

Individual agrees and confirms that the Purpose as defined in this Agreement is adequate consideration for entering into this Agreement.

In order for and prior to the disclosure of such information by Quantcast, Individual agrees as follows:

  1. This Agreement will apply to all proprietary information treated as confidential and disclosed by Quantcast to Individual, including without limitation information concerning the business, financial condition, operations, customers, employees, stockholders, consultants, vendors, suppliers, intellectual property, trade secrets, technology, inventions, developments, know-how, assets and liabilities of Quantcast or of any Group Company (including all notes, analyses, compilations, studies, plans, interpretations or other documents or media prepared by Quantcast or its representatives which contain, reflect or are based upon, in whole or in part, the information furnished to Individual or its representatives pursuant hereto) and all other information related to the Quantcast interactive advertising technology and business ("Confidential Information").
  2. Individual agrees (i) to hold Confidential Information disclosed by Quantcast in strict confidence, (ii) not to disclose such Confidential Information to any third parties, and (iii) not to use any Confidential Information for any purpose except for the Purpose.
  3. Confidential Information will not include information which:
    • (i) is now, or hereafter becomes, through no act or failure to act on the part of Individual, generally known or available to the public;
    • (ii) was acquired by Individual before receiving such information from Quantcast and without restriction as to use or disclosure or breach of any legal obligation;
    • (iii) is hereafter rightfully furnished to Individual by a third party without restriction as to use or disclosure, provided that such disclosure did not breach an obligation of the third party; or
    • (iv) is disclosed with the prior written consent of Quantcast.
  4. Individual agrees not to remove any Confidential Information from the premises of Quantcast without Quantcast's prior written approval. Individual agrees to exercise extreme care in protecting the confidentiality of any Confidential Information which is removed, only with Quantcast's prior written approval, from Quantcast's premises. Individual agrees to comply with any and all reasonable and legally compliant terms and conditions Quantcast may impose upon any such approved removal, such as conditions that removed Confidential Information and all copies must be returned or destroyed by a certain date, and that no copies are to be made off of Quantcast's premises.
  5. Upon Quantcast's request, Individual will promptly return to Quantcast all tangible items containing or consisting of Confidential Information and all copies thereof.
  6. Individual recognizes and agrees that nothing contained in this Agreement will be construed as granting any rights to Individual, by license or otherwise, to any Confidential Information except as specified in this Agreement.
  7. Individual acknowledges that all Confidential Information is owned solely by Quantcast or a Group Company (or its or their licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Individual agrees that Quantcast will have the right to obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
  8. This Agreement will be construed, interpreted, and applied in accordance with the laws of Ireland and the Irish courts shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. Subject to terms and conditions regarding the removal of Confidential Information from Quantcast's premises as set forth under Section 4, this Agreement represents the complete and exclusive statement regarding the subject matter of this Agreement and shall supersede all prior agreements, understandings and communications, oral or written, between the Parties regarding the subject matter of this Agreement. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
  9. This Agreement will remain in effect for two years from the date of the last disclosure of Confidential Information, at which time it will terminate, except that the confidentiality obligations with respect to any information that constitutes a trade secret shall continue in effect for so long as the information remains a trade secret, and the provisions hereof regarding ownership shall continue in effect for so long as necessary to give full effect thereto.

IN WITNESS WHEREOF, Quantcast has executed this Agreement by its duly authorized officer or representative, and Individual has executed this Agreement by and on behalf of himself or herself.