Last updated July 2020
This Nondisclosure Agreement (this “NDA”), effective upon the date of electronic acceptance (“Effective Date”), is entered into by and between Unbabel, Inc. a US company, with offices in 345 California Street, Suite 600 & 700, San Francisco, CA 94104, USA (“Company”), in this agreement referred to by its brand name “Unbabel”, and the editor (“Service Provider”) (each herein referred to individually as a “Party”, or collectively as the “Parties”), being an integral part and complementing the Service Providers Terms of Service (therefore and unless it results differently from the context, any capitalized term in this NDA shall have the same meaning as in such Service Providers Terms of Service). In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:
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.
The Service Provider agrees that any violation or threatened violation of this NDA will cause irreparable injury to Company, entitling Company to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond required to be posted.
12.1. This NDA shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns; except that the Service Provider may not assign or otherwise transfer its position in this NDA, by operation of law or otherwise, without written consent of Company. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void.
12.2. This Agreement will be interpreted and construed in accordance with the laws of the State of California, USA, without regard to conflict of law principles Any claims or disputes shall be resolved in the state or federal courts located in San Francisco County, California, USA.
12.3. The Service Provider hereby represents and warrants that the persons executing this NDA on its behalf have express authority to do so, and, in so doing, to bind the Party thereto.
12.4. This NDA contains the entire agreement between the Parties with respect to the Services and supersedes all prior written and oral agreements between the Parties regarding the Services.
12.5. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this NDA , or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this NDA will continue in full force and effect.
12.6. A Party’s failure to enforce any provision of this NDA shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this NDA.
12.7. No provision of this NDA may be amended or otherwise modified except by writing signed by the Parties.