Y COMBINATOR ALUMNI OFF-THE-RECORD SERIES
Effective as of the Effective Date (defined on the signature page below), the individual identified on the signature page (“Party” or “Parties”) below enter into this Non-Disclosure Agreement (the “Agreement”) and agree as follows:
This Agreement is intended to allow participants in the Y Combinator Alumni Off-The-Record Series (the “Series”) to engage in a robust discussion without a concern about unauthorized use or disclosure of Confidential Information (defined below).
2. Definition of Confidential Information.
“Confidential Information” means any and all information and data exchanged between the Parties, which includes, without limitation, information (tangible or intangible, written or oral) regarding a Party’s technology, patents, patent applications, developments, inventions, designs, drawings, techniques, research, know-how, specifications, products, product plans, services, pricing, customer information, marketing information, regulatory information, reports, user data, other data and analysis, software (including source and object code), computer systems configurations, and other business and technical information that may be shared during the Series.
3. Non-Use and Non-Disclosure of Confidential Information
1. The Parties agree not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions during the Series. Neither party shall disclose or permit disclosure of any Confidential Information of the other party to third parties or to employees of the Party receiving Confidential Information. Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, without limitation, taking the highest degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Each party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the disclosing party which may come to the receiving party’s attention.
2. Exceptions. Notwithstanding the above, neither Party shall have liability to the other with regard to any Confidential Information of the other which can prove:
was publicly known at the time it was disclosed or has been made generally available through no fault of the receiving party;
- was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by written files and records in existence and kept in the ordinary course of business at the time of disclosure;
- was independently developed by a party without any use of the Confidential Information of the disclosing party and by employees of the receiving party who have not had access to the Confidential Information, as demonstrated by written files and records created and kept in the ordinary course of business at the time of such independent development;
- becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights;
- is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or
- is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure unless prohibited by such order or requirement or otherwise by applicable law; and provided, further, that if the disclosing party fails to obtain a protective order or other appropriate remedy, the receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
The rights and obligations of the parties under this Agreement shall survive any termination of the Series and shall continue for a period terminating on the later to occur of the date (a) five (5) years following the date of this Agreement, or (b) three (3) years from the date on which Confidential Information is last disclosed under this Agreement. Notwithstanding the foregoing, the obligations of the parties regarding the use, protection and confidentiality of Confidential Information that constitute trade secrets of the disclosing party pursuant to and in accordance with this Agreement shall survive the termination of this Agreement for so long as such Confidential Information remains a trade secret of the disclosing party.
5. Governing Law.
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to any conflict of laws principles that require the application of the law of a different jurisdiction.