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IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS NONDISCLOSURE AGREEMENT (“AGREEMENT”). BY PARTICIPATING IN THE VALUE ASSESSMENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE VALUE ASSESSMENT. This Agreements made between Automation Anywhere, Inc., with its principal place of business at 633 River Oaks Parkway, San Jose, CA 95134 U.S.A. ("Company"), and you (“Participant”). By agreeing to this Agreement by either: (1) checking a box indicating acceptance; or (2) clicking “Accept,” Participant represents that it has full power, capacity, and authority to accept the terms herein. If Participant is accepting the terms of this Agreement on behalf of an employer or another entity, Participant represents that it has full legal authority to bind such entity to this Agreement. In consideration of the mutual promises, covenants and conditions set forth below, the parties hereby agree as follows:

  1. General Purpose. Each party desires to disclose to the other, under the terms and conditions of this Agreement, certain information that the disclosing party considers to be proprietary and confidential while participating in the Value Assessment (the “Purpose”).

  2. Confidential Information. For purposes of this Agreement, "Confidential Information" means any information provided by the disclosing party that: (a) should reasonably be understood to be confidential or proprietary information given the nature of the information and the circumstances of disclosure or (b) is or was disclosed in tangible or written form and is conspicuously marked “Confidential”, “Proprietary” (or the like) at the time of disclosure or is identified as confidential or proprietary at the time of disclosure.

  3. Exceptions. Notwithstanding the foregoing, Confidential Information shall not include any data, information or device that is: (a) in the possession of the receiving party prior to its disclosure by the disclosing party and not subject to other restriction on disclosure; (b) independently developed by the receiving party without use of the information disclosed to it pursuant to this Agreement; (c) publicly disclosed by the disclosing party; (d) rightfully received by the receiving party from a third party without restriction on disclosure; or (e) approved for unrestricted release or unrestricted disclosure by the disclosing party.

  4. Non-Disclosure and Restriction on Use.

    1. Each party agrees: (a) to use the Confidential Information exclusively for the Purpose; (b) not to disclose any Confidential Information of the disclosing party to any third party; (c) to limit dissemination of the disclosing party's Confidential Information to only those of the receiving party's and receiving party’s affiliates’ officers, directors, agents, employees, attorneys, advisors, and service providers (“Representatives”) who require access to such Confidential Information to perform their functions for the Purpose; (d) to ensure that each Representative who is permitted to receive or have access to the Confidential Information is bound by a confidentiality obligation consistent with this Agreement; (e) to exercise the same degree of care with respect to the other party's Confidential Information as it uses for its own confidential information of like importance, but no less than reasonable care; and (f) not to modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce the Confidential Information to human readable form.

    2. Upon termination of this Agreement or at any time at the request of the disclosing party, the receiving party shall return to the disclosing party, or destroy, all Confidential Information of the disclosing party without retaining any copy, provided however that the receiving party may retain 1) one (1) copy of the Confidential information for auditing/legal requirements or 2) as part of a regular backup program (in which case the confidentiality obligations will continue). The receiving party may produce or disclose Confidential Information as required pursuant to applicable laws, regulations or court order, provided that it first gives the disclosing party notice of the request, if permitted, such that the disclosing party has an opportunity to defend, limit or protect such production or disclosure.

  5. No License. All Confidential Information remains the property of the disclosing party. Nothing contained in this Agreement or any disclosure pursuant to this Agreement shall be construed as granting any license or right under any intellectual property right.

  6. No Warranty. All Confidential Information disclosed hereunder is provided "AS IS" and without warranty of any kind.

  7. Term. This Agreement shall govern any disclosures of Confidential Information, for three (3) years after the Effective Date. The confidentiality obligation set forth in Section 4 above shall survive any termination of this Agreement for three (3) years from the date of disclosure of any Confidential Information.

  8. General.

    1. Assignment. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent but upon written notice, its rights and obligations under this Agreement to: (1) an affiliate or 2) any entity that acquires all or substantially all of its capital stock or its assets related to this Agreement, through purchase, merger, consolidation, or otherwise. Any assignment in violation of the foregoing shall be void.

    2. Governing Law. This Agreement shall be governed by the laws of the State of California, excluding its conflict of laws rules.

    3. Injunctive Relief. Each party acknowledges and agrees that any breach of the confidentiality obligations may cause the other party irreparable harm for which monetary damages would be inadequate. Accordingly, in the event of such a breach, the disclosing party may seek injunctive or other equitable relief to enforce this Agreement without the necessity of posting bond or proving the inadequacy of damages, in addition to any available legal remedies. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

    4. Export. Each receiving party shall comply with the laws and regulations regulating the export of technologies in effect in the country or countries from which such receiving party desires to export such Confidential Information, including but not limited to the Export Administration Regulations and trade and economic sanctions maintained by the Office of Foreign Assets Control. Specifically, each receiving party agrees that it will not -- directly or indirectly -- sell, export, re-export, transfer, divert, or otherwise dispose of Confidential Information to any destination prohibited by the laws or regulations of the United States including Cuba, Iran, North Korea, Sudan, Syria, and the Crimean Region of the Ukraine or to any entity, or person prohibited by the laws or regulations of the United States.

    5. Amendment. Any amendment, modification, or waiver of this Agreement or any provision thereof must be in writing and signed by both parties.

    6. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and may not be modified or changed in any manner except by a writing duly executed by both parties. All prior discussions and negotiations are superseded by this Agreement.

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