General Non-Disclosure Agreement
PLEASE READ THIS NON-DISCLOSURE AGREEMENT (“AGREEMENT”) BEFORE CLICKING THE “I AGREE” OR “YES” BUTTON AND/OR PROCEEDING INTO THE VERITAS CUSTOMER TRUST PORTAL SITE (“SITE”). BY USING THE SITE, YOU ARE (1) REPRESENTING THAT YOU ARE OVER THE AGE OF 18 AND HAVE THE CAPACITY AND AUTHORITY TO BIND YOURSELF AND/OR YOUR COMPANY, AS APPLICABLE, TO THE TERMS OF THIS AGREEMENT; AND (2) CONSENTING ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY, AS APPLICABLE, TO BE BOUND BY THIS AGREEMENT ON EACH OCCASION YOU ACCESS THE SITE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT PROCEED TO THE SITE.
In order to protect certain confidential information that Veritas Technologies LLC and/or its affiliates (“Veritas”) may disclose on the Site to the individual or entity identified below and its affiliated entities (“Participant”), the parties agree to the following terms. If Participant has an agreement in effect with Veritas that includes confidentiality terms, then the confidentiality terms in that existing agreement apply to Participant’s access to the Site, including Participant’s obligations with respect to the confidential information included on the Site.
1. Definition. “Confidential Information” means the non-public information that is provided by Veritas, provided that such information is: (i) identified as confidential at the time of disclosure, or (ii) disclosed under circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by the Participant.
2. Purpose. The Participant may use the Confidential Information solely for the purpose of understanding Veritas’ privacy and security practices related to Veritas’ product and service offerings. (the “Purpose”):
3. Protection of Confidential Information. For a period of five (5) years following the applicable date of disclosure of any Confidential Information, Participant shall hold the Confidential Information in confidence and not disclose the Confidential Information to any third party. Participant shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the Participant uses to protect its own confidential information of a like nature. The Participant may disclose the Confidential Information to its agents and independent contractors with a need to know in order to fulfill the Purpose who have signed a nondisclosure agreement at least as protective of the Participant’s rights as this Agreement
4. Exclusions. This Agreement imposes no obligation upon a Participant with respect to Confidential Information which: (i) is or becomes public knowledge through no fault of the Participant; (ii) was in the Participant’s possession before receipt from the Veritas and was not subject to a duty of confidentiality; (iii) is rightfully received by the Participant without any duty of confidentiality; (iv) is disclosed generally to a third party by Veritas without a duty of confidentiality on the third party; or (v) is independently developed by the Participant without use of the Confidential Information. The Participant may disclose the Veritas’ Confidential Information as required by law or court order provided: (i) the Participant promptly notifies Veritas in writing of the requirement for disclosure (but only to the extent that the Participant is permitted by law or court order to do so and this clause (i) shall apply only to Confidential Information where the information being compelled is reasonably identifiable from the face of the legal document as Confidential Information provided pursuant to this Agreement); and (ii) discloses only as much of the Confidential Information as is required.
5. Term. This Agreement shall remain in effect until terminated. Either party may terminate the Agreement at any time by giving ten (10) days written notice of its intent to terminate this Agreement. Participant’s obligations with respect to the Confidential Information hereunder shall survive any termination of the Agreement. Upon request from Veritas or upon termination of the Agreement, Participant shall return all Confidential Information and all copies, notes, summaries or extracts thereof or certify destruction of the same.
6. Proprietary Rights. Veritas shall retain all right, title and interest to Confidential Information. Participant shall not acquire any patent, copyright or other intellectual property rights or any other rights or licenses under this Agreement except the limited right to use set out in Section 2 (“Purpose”) above.
7. Injunctive Relief. Participant acknowledges that a violation of the Participant’s obligations with respect to Confidential Information may cause irreparable harm to the Veritas for which a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, Veritas shall be entitled to seek an injunction or other equitable remedies in all legal proceedings in the event of any threatened or actual violation of any or all of the provisions hereof.
8. Independent Development. Nothing in this Agreement shall be construed to preclude either party from developing, using, marketing, licensing, and/or selling any product or service that is developed without use of the Confidential Information.
9. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. VERITAS MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ACCURACY.
10. Export Administration. Participant agrees to comply fully with all relevant export laws and regulations of the United States and any other applicable jurisdiction to assure that no Confidential Information or any portion thereof is exported, directly or indirectly, in violation of such law.
11. General. Veritas does not intend that any agency or partnership relationship be created by this Agreement. This Agreement sets forth the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous agreements concerning such Confidential Information, whether written or oral. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Participant shall not assign this Agreement (whether by operation of law, sale of securities or assets, merger or otherwise) or any rights or obligations hereunder without Veritas’ prior written consent. All additions or modifications to this Agreement must be made in writing and must be signed by an authorized officer of both parties. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. Any waiver to be effective must be in writing signed by an authorized officer of the waiving party. If any provision of this Agreement shall be held, for any reason, to be illegal, invalid or non-enforceable, the remaining provisions shall nonetheless be legal, valid and enforceable. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws rules.