This Non-Disclosure Agreement (this “Agreement”) is made as of ______________________________, 2018 between Quantcast Corporation, a Delaware corporation (“Quantcast”), and the individual identified in the signature block below (“Individual”) (each, a “Party”). The Parties are entering into discussions regarding a potential employment relationship or consulting engagement (such discussions, 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 to be used only for the Purpose and to protect such confidential information from unauthorized use and disclosure.
In consideration of the disclosure of such information by Quantcast, Individual agrees as follows:
- This Agreement will apply to all confidential and proprietary information 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 (including all notes, analyses, compilations, studies, plans, interpretations or other documents or media prepared by Quantcast or its representatives that contain, reflect or are based upon, in whole or in part, the information furnished to Individual) and all other information related to Quantcast’s technology and business (“Confidential Information”).
- Individual agrees (i) to hold Quantcast’s Confidential Information in strict confidence, (ii) not to copy such Confidential Information or disclose it to any third parties, and (iii) not to use such Confidential Information for any purpose except for the Purpose.
- Confidential Information will not include information that Individual can demonstrate:
- (i) is or becomes, through no act or failure to act on the part of Individual, generally known or available to the public; or
- (ii) was rightfully developed by Individual or furnished to Individual by a third party without restriction as to use or disclosure.
- Individual agrees to exercise extreme care in protecting the confidentiality of any Confidential Information received directly from Quantcast or indirectly obtained through observation while on the premises of Quantcast. Individual agrees not to remove any Confidential Information from the premises of Quantcast without Quantcast’s prior written approval.
- Upon Quantcast’s request, Individual will promptly return to Quantcast or destroy all items containing or consisting of Quantcast’s Confidential Information and all copies thereof.
- 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. Individual understands and acknowledges that neither Quantcast nor any of its representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the information provided by Quantcast under this Agreement. Individual agrees that neither Quantcast nor any of its representatives shall have any liability to Individual or to any Individual representatives relating to or resulting from the use of such information or any errors therein or omissions therefrom.
- Individual acknowledges that, as between the Parties, all Confidential Information is owned solely by Quantcast and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which would 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.
- This Agreement will be construed, interpreted, and applied in accordance with the laws of the State of California (excluding its body of law controlling conflicts of laws). The federal and state courts within the State of California shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. 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.
- 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 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.
IN WITNESS WHEREOF, Quantcast has executed this Non-Disclosure Agreement by its duly authorized officer or representative, and Individual has executed this Agreement by and on behalf of himself or herself.