THIS NON-DISCLOSURE AGREEMENT (this “Agreement”) is entered and effective as of the date accepted by Reviewer (as that term is defined herein) (“Effective Date”), between the Thiel Foundation (“Thiel”) and the individual executing this Agreement, below, to act as a Reviewer in connection with Thiel’s Breakout Labs project (“Reviewer” or “You”). Thiel and Reviewer may be hereinafter referred to individually as a “Party” and/or collectively as the “Parties”.
WHEREAS, Thiel is offering a project called “Breakout Labs” that supports entrepreneurial science and technology (the “Project”);
WHEREAS, the Project requires Reviewers to evaluate and comment on participants’ ideas, materials, strategies, and the like;
WHEREAS, Reviewer has the requisite background and qualifications to act as such an Reviewer;
WHEREAS, in connection with his/her role as Reviewer, Reviewer will have access to the confidential materials of Thiel and participants in the Project;
NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
“Discloser” shall refer to either or both of (i) Thiel and/or (ii) such participant(s) in the Breakout Labs project who is/are disclosing Confidential Information (as that term is defined in Paragraph 2, below) to Reviewer in connection with the Project;
“Confidential Information” may include, but is not limited to, technical, financial, marketing, staffing, and business plans and information, strategic information, proposals, requests for proposals, specifications, data, research, inventions, creations, ideas, drawings, prices, costs, customer information, procedures, proposed products, processes, business systems, software programs, techniques, services, and like information of, or provided by, Discloser. Confidential Information provided to Reviewer before execution of this Agreement and in connection with the Project is also subject to the terms of this Agreement.
Reviewer will protect Confidential Information provided to Reviewer by or on behalf of Discloser from any use, distribution, and/or disclosure except as permitted herein. For the purposes of clarity, Reviewer shall not use any Confidential Information on his/her own behalf and/or on behalf of a third party. Reviewer will use the same standard of care to protect Confidential Information as Reviewer uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care.
Reviewer agrees to use Confidential Information solely in connection with his/her role as a Reviewer for the Project and for no other purpose. Reviewer may not provide Confidential Information to any third parties, including, but not limited to Reviewer’s employees unless and until (a) such third parties have a substantive need to know such Confidential Information in connection with the Project; (b) such third parties have been advised of the confidential and proprietary nature of such Confidential Information; (c) such third parties have personally agreed with Reviewer in writing to protect from unauthorized disclosure all confidential and proprietary information, of whatever source, to which they have access in the course of their employment; and (d) Reviewer has received prior written approval from Discloser.
Discloser’s Confidential Information does not include:
any information publicly disclosed by Discloser;
any information that Discloser in writing authorizes Reviewer to disclose without restriction;
any information Reviewer already lawfully knows, without an obligation to keep it confidential, at the time it is disclosed by Discloser;
any information Reviewer lawfully obtains from any source other than Discloser, provided that such source lawfully disclosed such information; or
any information Reviewer independently develops without use of or reference to Discloser’s Confidential Information.
If Reviewer is required to provide Confidential Information to any court or government agency pursuant to written court order, subpoena, regulation, or process of law, Reviewer must, where practicable, first provide Discloser with prompt written notice of such requirement and cooperate with Discloser to appropriately protect against or limit the scope of such disclosure. To the fullest extent permitted by law, Reviewer will continue to protect as confidential and proprietary all Confidential Information disclosed in response to a written court order, subpoena, regulation, or process of law.
Reviewer may make tangible or electronic copies, notes, summaries, or extracts of Confidential Information only as necessary for use as authorized herein.
Confidential Information remains at all times the property of Discloser. Upon Discloser’s request, all or any requested portion of the Confidential Information (including, but not limited to, tangible and electronic copies, notes, summaries, or extracts of any Confidential Information) will be promptly returned to Discloser or destroyed, and Reviewer will provide Discloser with written certification stating that such Confidential Information has been returned or destroyed.
Reviewer will not identify Discloser, its Affiliates and/or any other owner of Confidential Information in any advertising, sales material, press release, public disclosure, or publicity without prior written authorization by Discloser. No license under any trademark, patent, copyright, trade secret, or other intellectual property right is either granted or implied by disclosure of Confidential Information to Reviewer.
Reviewer agrees to indemnify, defend, and hold Thiel and/or any of its directors, officers, employees, and/or affiliates thereof harmless from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or related to (i) any negligent, reckless, or intentionally wrongful act of Reviewer or Reviewer’s assistants, employees, or agents, and/or (ii) any breach by Reviewer and/or Reviewer’s assistants, employees, or agents of any of the covenants, warranties, and/or obligations contained in this Agreement. This duty to indemnify shall survive termination of this Agreement.
The term of this Agreement and the Parties’ obligations hereunder commence on the Effective Date and extend with regard to all Confidential Information until one (1) year after the date of final disclosure of Confidential Information hereunder. Thereafter, the Parties’ obligations hereunder survive and continue in effect only with respect to any Confidential Information that is a trade secret under applicable law.
Reviewer acknowledges and agrees that any breach or threatened breach of this Agreement is likely to cause Discloser and its Affiliates irreparable harm for which money damages may not be an appropriate or sufficient remedy. Reviewer therefore agrees that Discloser or its Affiliates are entitled to receive injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy is not the exclusive remedy for any breach or threatened breach of this Agreement, but is in addition to all other rights and remedies available at law or in equity.
No forbearance, failure, or delay in exercising any right, power or privilege is waiver thereof, nor does any single or partial exercise thereof preclude any other or future exercise thereof, or the exercise of any other right, power, or privilege.
If and to the extent any provision of this Agreement is held invalid or unenforceable at law, such provision will be deemed stricken from the Agreement and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.
This Agreement is binding upon and inures to the benefit of the Parties and their heirs, executors, legal and personal representatives, successors, and assigns, as the case may be.
In the event of any action to enforce, arising under, and/or relating to this Agreement (“Action”), the prevailing party as determined by the court or other body with jurisdiction over the Action by agreement of the Parties shall be entitled to recover, in addition to all other recoveries and remedies to which it is entitled, its reasonable attorneys’ fees and costs incurred in connection with such Action.
This Agreement and any action to enforce, arising under, and/or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of California, and shall in all respects be interpreted, enforced and governed under the internal and domestic laws of such state, without giving effect to the principles of conflicts of laws of such state and/or any other state.
This Agreement is the entire agreement between the Parties hereunder and may not be modified or amended except by a written instrument signed by both Parties. Each Party has read this Agreement, understands it and agrees to be bound by its terms and conditions. There are no understandings or representations with respect to the subject matter hereof, express or implied, that are not stated herein. This Agreement may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective for all purposes hereunder to the same extent as original signatures.
This Agreement shall be executed electronically. If You agree to be bound by the terms of this Agreement, You should review the information set forth above, then check the below. By checking the field below, You represent and warrant that You have read, understand, and agree to all of the terms of this Agreement, are authorized to enter into this Agreement, and that this Agreement is legally binding upon You. Thiel automatically accepts and agrees to be bound by the terms of this Agreement at the time You check the field below and click on the “Submit” button below. Once this Agreement is completed and accepted, You should print a complete copy for your records.