Mutual nondisclosure agreement

This Mutual Nondisclosure Agreement (this Agreement) is between Human Union Data, Inc. (HUD, we, us), at 2261 Market Street STE 86509, San Francisco, CA 94114, and the person or organization that accepts it (you). If you accept for an organization, "you" means that organization. If you do not, "you" means you individually.

How you accept. You accept this Agreement by clicking the Accept button where the platform presents it. Acceptance is effective at the date and time we record it (the Effective Date). Clicking Accept is the only form of signature this Agreement uses. We offer these terms by presenting them, and your acceptance binds both of us. Reading this page without clicking Accept does not form this Agreement.

Who is bound. You represent that you have authority to accept this Agreement and to bind the person or organization you accept for. If your account has a legal entity name, you accept for that organization. If it does not, you accept only for yourself. We keep the account, that legal entity name when there is one, and the time of acceptance as the electronic record of this Agreement.

Each of us is a Party, and together we are the Parties. For any disclosure of Confidential Information, the Party disclosing it is the Discloser and the Party receiving it is the Recipient. Those roles apply in both directions.

1. Purpose

The Parties wish to explore a business opportunity of mutual interest (the Opportunity). In connection with the Opportunity, the Discloser has disclosed, and may further disclose, confidential technical and business information that the Discloser wants the Recipient to treat as confidential.

The Opportunity includes use of the HUD data vendor platform for post-training data deals, and any other matter the Parties are actually discussing under this Agreement.

2. Confidential Information

2.1 Definition

Confidential Information means any information the Discloser discloses to the Recipient, including information disclosed before the Effective Date, directly or indirectly, in writing, orally, or by inspection of tangible objects. It includes research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware, formulations, specifications, product configuration information, marketing and finance documents, prototypes, samples, data sets, and equipment, whether or not marked confidential when disclosed. It also includes third-party information in the Discloser's possession that the Discloser discloses under this Agreement.

Confidential Information includes HUD's customer information, templates, vendor platform details, and sales and support information, and your roadmap and recruiting information.

Unless the Parties agree otherwise, Confidential Information also includes the existence of this Agreement, its terms, and the fact that the Recipient is evaluating the Discloser's Confidential Information.

2.2 Exceptions

Confidential Information does not include information the Recipient can establish:

• was publicly known or made generally available, without a duty of confidentiality, before the Discloser disclosed it;
• becomes publicly known or made generally available, without a duty of confidentiality, after disclosure, through no action or inaction of the Recipient; or
• was rightfully in the Recipient's possession, without confidentiality obligations, when the Discloser disclosed it, as shown by the Recipient's contemporaneous written files and records kept in the ordinary course of business.

2.3 Compelled disclosure

If the Recipient is legally compelled to disclose Confidential Information, other than under a confidentiality agreement, the Recipient will give the Discloser prompt written notice and will assist the Discloser in seeking a protective order or another appropriate remedy. If the Discloser waives the Recipient's compliance or does not obtain a protective order or other remedy, the Recipient will disclose only the portion legally required. Confidential Information disclosed that way keeps its confidentiality protection for every purpose other than that legally compelled disclosure.

3. Non-use and non-disclosure

The Recipient will not use any Confidential Information except to evaluate and discuss the Opportunity. The Recipient will not disclose any Confidential Information, or permit it to be disclosed, directly or indirectly, to any third party without the Discloser's prior written consent.

The Recipient may disclose Confidential Information only to those of its employees who need it in order to evaluate or discuss the Opportunity, and only after that employee has signed a non-use and non-disclosure agreement at least as protective as this Agreement.

The Recipient will not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information.

4. Maintenance of confidentiality

The Recipient will take reasonable measures to protect the secrecy of the Confidential Information and to avoid disclosure and unauthorized use. Those measures will be at least the measures the Recipient uses to protect its own most highly confidential information.

The Recipient will not copy Confidential Information unless the Discloser has approved that copy in writing. The Recipient will reproduce the Discloser's proprietary-rights notices on any approved copy in the same manner as on the original.

The Recipient will immediately notify the Discloser of any unauthorized use or disclosure of Confidential Information, and of any suspected unauthorized use or disclosure.

5. No obligation

Nothing in this Agreement obligates either Party to proceed with any transaction between them. Each Party may end the discussions about the Opportunity in its sole discretion. Nothing in this Agreement restricts the Discloser's use or disclosure of its own Confidential Information.

6. No warranty

ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF THE RECIPIENT.

7. Return of materials

All documents and other tangible objects containing or representing Confidential Information, and all copies, extracts, or notes derived from them that are in the Recipient's possession or control, are and remain the property of the Discloser. The Recipient will promptly return them to the Discloser, or destroy them and provide proof of destruction, when the Discloser asks.

8. No license

This Agreement does not grant the Recipient any rights under any intellectual property right of the Discloser, or any rights in or to the Confidential Information, except as this Agreement expressly sets out.

9. Term

The Recipient's obligations under this Agreement survive until all Confidential Information disclosed under it becomes publicly known or made generally available through no action or inaction of the Recipient.

10. Remedies

The Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to the Discloser. The Discloser is entitled to injunctive relief in addition to all legal remedies, without showing or proving any actual damage, and without any bond being required.

11. General

This Agreement binds and benefits the Parties and their respective successors and permitted assigns. The Recipient may not assign the Discloser's Confidential Information without the Discloser's prior written consent.

This Agreement is interpreted and construed under the laws of the State of California, without regard to conflict-of-law principles.

This Agreement is the entire agreement between the Parties with respect to the Opportunity and supersedes all prior written and oral agreements between the Parties regarding the Opportunity.

If a court or other body of competent jurisdiction finds any provision of this Agreement, or any portion of a provision, invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to carry out the Parties' intent, and the remainder of this Agreement will continue in full force.

No provision of this Agreement may be waived except by a writing from the Party the waiver is asserted against. A Party's failure to enforce any provision is not a waiver of that provision and does not prevent that Party from enforcing any other provision.

No provision of this Agreement may be amended except by a writing accepted by both Parties. A later version of this Agreement that you accept by clicking Accept again is that writing. Until you accept a revision, the version you already accepted remains in effect between us.