1.1. Upon their successful registration on the Platform, Unbabel may hire the Service Provider as an independent contractor for editing services (the “Services”) in connection with Unbabel’s activity as described in 1.1. of the Service Providers Terms of Service. 1.2. In the case mentioned in the previous paragraph 1.1. and when the Service Provider is effectively hired, Unbabel would disclose and may further disclose to the Service Provider certain technical and business information that Company desires the Service Provider to treat as confidential.

A. Definition. ”Confidential Information” means any information disclosed by Company to the Service Provider either directly or indirectly in writing, orally or in any form, related with the provision of the Services and in connection with the Original Works and the Translated Works, including Personal Data, whether or not designated as “confidential” at the time of disclosure. Confidential Information may also include information of a third party that is in Company’s possession and is disclosed to the Service Provider under this NDA.

B. Exceptions. Confidential Information shall not, however, include any information that the Service Provider can establish (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to the Service Provider by Company; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Service Provider by Company through no action or inaction of the Service Provider; or (iii) was in the rightful possession of the Service Provider without confidentiality obligations at the time of disclosure by Company to the Service Provider as shown by the Service Provider’s then-contemporaneous written files and records kept in the ordinary course of business.

C. Compelled Disclosure. If the Service Provider becomes legally compelled to disclose any Confidential Information, other than pursuant to a non-disclosure agreement, the Service Provider will provide Company prompt written notice of such disclosure and will assist Company in seeking a protective order or another appropriate remedy. If Company waives Service Provider’s compliance with this NDA or fails to obtain a protective order or other appropriate remedy, the Service Provider will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

The Service Provider shall not use any Confidential Information for any purpose except for the translations related to the Services. The Service Provider shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without Company’s prior written consent. The Service Provider shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information. The Service Provider shall also not file any patent application(s) containing or based on, in whole or in part, any of Company’s Confidential Information.

The Service Provider shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, the Service Provider shall take at least those measures it employs to protect its own most highly confidential information. The Service Provider shall not make any copies of the Confidential Information unless the same are previously approved in writing by Company. The Service Provider shall reproduce Company’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. The Service Provider shall immediately notify Company of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.

Nothing in this NDA shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions or the engagement of services contemplated by this NDA concerning the Services. Nothing in this NDA shall be construed to restrict Company’s use or disclosure of its own Confidential Information.

All confidential information is provided “as is”. Company 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 recipient.

All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of the Service Provider. Upon Company’s request, the Service Provider shall return (or, at Company’s discretion, destroy) all Confidential Information, within ten (10) business days. Upon Company’s request, the Service Provider shall certify in writing that it has complied with the provisions of this Section 7.

Nothing in this NDA is intended to grant any rights to the Service Provider under any intellectual property right of Company, nor shall this NDA grant the Service Providers any rights in or to the Confidential Information except as expressly set forth in this NDA.

The obligations of the Service Provider under this NDA shall survive until the earlier of: i) five years following the date that the Service Provider delivers the Translated Works to the Company; or ii) until such time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Section 2.B through no action or inaction of the Service Provider.

Company does not wish to receive any confidential information from the Service Provider, and Company assumes no obligation, either expressed or implied, with respect to any information disclosed by the Service Provider to the Company, without prejudice to the obligations resulting from its Privacy Policy regarding personal data. Any ideas, suggestions, guidance or other information disclosed by the Service Provider related to the Confidential Information and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback”. The Service Provider agrees to grant and hereby grants to Company a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.