Territory Account Manager, Complete Edition CEUR

NONDISCLOSURE AGREEMENT

In consideration of any disclosure of certain nonpublic or confidential information, you hereby enter into this Nondisclosure Agreement (the “Agreement”) and agree as follows:

1. Confidential Information. In connection with a potential business relationship or other business purposes, Rubrik, Inc. (the “Company”) has granted you (the individual or entity named below) access, or may grant you access, to business, technical or other nonpublic information, materials and/or ideas (“Confidential Information,” which term shall include, without limitation, anything you learn or discover as a result of exposure to or analysis of any Confidential Information).
2. Obligations. You will hold in confidence and will not possess or use (except as required to evaluate the proposed business relationship) or disclose any Confidential Information except information you can document which (i) is in the public domain through no fault of yours, (ii) was properly known to you, without restriction, prior to disclosure by Company or (iii) was properly disclosed to you by another person without restriction. You will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information.  You will not export, re-export, resell, ship or divert or cause to be exported, re-exported, resold, shipped or diverted, directly or indirectly, any Confidential Information or product thereof.  You will promptly notify Company of any unauthorized release, disclosure or use of Confidential   You will strictly abide by any and all instructions and restrictions provided by Company from time to time with respect to Confidential Information or Company systems. You will ensure the security of any facilities, machines, accounts, passwords and methods you use to store any Confidential Information or to access Company systems and ensure that no other person has or obtains access thereto.
3. Return of Information.  If you decide not to proceed with the potential business relationship or if asked by Company, you will promptly return all Confidential Information and all copies, extracts and other objects or items in which Confidential Information may be contained or embodied. 
4. No License.  This Agreement does not grant a license to you in or to any of the Confidential Information.
5. Feedback.  You may, at your option and in your sole discretion, provide suggestions or feedback related to the Company’s products or services.  In no event will such suggestions or feedback be considered confidential or proprietary to you.  The Company will be free to use such suggestions as it chooses, without compensation to you.
6. Disclaimer. Confidential Information is provided to you “as is” and the Company makes no warranties with respect to the Confidential Information or any materials provided by the Company.  In no event will the Company be liable for the accuracy or completeness of the Confidential Information.  You understand that nothing herein (i) requires the disclosure of any Confidential Information of the Company or (ii) requires the Company to proceed with any transaction or relationship.  You understand that this Agreement does not obligate the Company to disclose any information or negotiate or enter into any agreement or relationship.
7. Miscellaneous.  The terms of this Agreement will remain in effect with respect to any particular Confidential Information until you can document that such Confidential Information falls into one of the exceptions stated in Section 2 above.  You acknowledge and agree that due to the unique nature of the Confidential Information, any breach of this Agreement would cause irreparable harm to Company for which damages are not an adequate remedy, and that Company shall therefore be entitled to equitable relief in addition to all other remedies available at law.  This Agreement is personal to you, nonassignable by you, governed by the internal laws of the State of California and may be modified or waived only in writing signed by both parties.  If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.  The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entitled to recover attorneys’ fees and costs.

Type your full name in the box below to acknowledge your agreement to the above NDA