This Nondisclosure Agreement (the “Agreement”) between Parallel Web Systems Inc., a Delaware corporation (“Company”) located at 735 Emerson Street, Palo Alto, California 94301, and the counterparty identified in the signature block below (“Recipient”) is entered into as of the date of this Agreement (the “Effective Date”). To explore the possibility of a business relationship or transaction between Company and Recipient, Company may disclose sensitive information to Recipient.
The parties agree as follows:
## 1. Definition
The term “Proprietary Information” means, to the extent previously, presently or subsequently disclosed by or for Company to Recipient, all financial, business, legal and technical information of Company or any of its affiliates, suppliers, customers and employees and includes (a) all copies, abstracts, summaries, analyses and other derivatives that are based on or incorporate the foregoing information created by or on behalf of Recipient and (b) anything Recipient learns or discovers as a result of exposure to or analysis of the foregoing information. The terms and conditions of any transaction or possible transaction between the parties, the fact that disclosures, evaluations or discussions are taking place, and the status and results thereof are all Proprietary Information. Proprietary Information does not include any information that (i) was rightfully known to Recipient without restriction before receipt from Company, (ii) is rightfully disclosed to Recipient without restriction by a third party or (iii) is or becomes generally known to the public without violation of this Agreement by Recipient.
## 2. Restrictions
Recipient agrees (a) to use the Proprietary Information only for its consideration internally of a potential business relationship or transaction between the parties, and its performance in any resulting arrangement, but not for any other purpose, (b) to maintain the Proprietary Information as confidential, and exercise all reasonable precautions to prevent unauthorized access, use or disclosure, (c) not to disclose the Proprietary Information to any persons other than Recipient’s employees and agents (collectively, Recipient’s “Representatives”) who have a need to know for the permitted purpose under this Agreement and who are similarly bound (consistent with the restrictions in this Agreement) to protect the Proprietary Information and (d) not to decompile, disassemble or otherwise reverse engineer any Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or trade secrets. Recipient will promptly notify Company of any unauthorized use or disclosure of Proprietary Information, and will be responsible for any breach of its obligations under this Agreement by its Representatives (each of whose actions or omissions will be attributed to Recipient). Nothing in this Agreement prohibits or limits Recipient’s right to engage in activities protected under applicable whistleblower statutes.
## 3. No Warranties or Licenses
All Proprietary Information is provided “AS IS.” Company will not be liable to Recipient for damages arising from any use of the Proprietary Information, from errors, omissions or otherwise. All of Company’s rights in and to the Proprietary Information remain the exclusive property of Company. Neither this Agreement, nor any disclosure of Proprietary Information hereunder (a) grants to Recipient any right or license under any copyright, patent, mask work, trade secret or other intellectual property right, (b) obligates Company to disclose or receive any information, perform any work, enter into any agreement or proceed with any transaction or relationship or (c) limits Company from entering into any business relationship with any third party.
## 4. Termination
This Agreement will terminate as to the further exchange of Proprietary Information immediately upon receipt by one party of written notice from the other. Recipient’s obligations, as they apply to any particular Proprietary Information disclosed prior to termination, will survive termination until Recipient can document that such Proprietary Information falls into one of the exceptions stated in Section 1. If Recipient decides not to proceed with the proposed business relationship or transaction or upon Company’s request at any time, Recipient will promptly, at Company’s sole election, return to Company or destroy all Proprietary Information and all information, records and materials developed therefrom.
## 5. Remedies
Due to the unique nature of the Proprietary Information, Recipient agrees that any breach or threatened breach of this Agreement will cause not only financial harm to Company, but also irreparable harm for which money damages will not be an adequate remedy. Therefore, Company will be entitled, in addition to any other legal or equitable remedies, to seek an injunction or similar equitable relief against any such breach or threatened breach without the necessity of posting any bond.
## 6. General
Recipient will not have the right or ability to assign or transfer this Agreement without the written consent of Company. Any attempt to do so will be void. Company will be free to transfer this Agreement to a third party. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties concerning the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which is an original, but taken together constitute one and the same instrument. No waiver or modification of this Agreement will be binding upon a party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right or remedy will be deemed a waiver. In the event that any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement will be in the federal and state courts located in the State of California, and both parties hereby consent to such jurisdiction and venue for this purpose. The prevailing party in any action or proceeding to enforce this Agreement will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained. Any notice hereunder will be effective upon receipt and will be given in writing; provided that notices sent by e-mail shall be deemed received within twenty-four (24) hours after dispatch.
IN WITNESS WHEREOF, Recipient hereto have executed this Agreement as of the Effective Date.