SailPoint

SailPoint Mutual Nondisclosure Agreement

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Thumbnails Document Outline Attachments Mutual Nondisclosure Agreement1. In connection with the exploration and evaluation of a potential business relationship, including, without limitation, with respect to certain SailPoint software technology or services (the “Purpose”), either party (“Disclosing Party”) may disclose...2. “Confidential Information” means all non-public proprietary or confidential information, including, without limitation, trade secrets of Disclosing Party, whether in oral, visual, written, electronic, or other tangible or intangible form, and wheth...3. If Recipient or any of its Representatives is required by applicable law or a valid legal order to disclose any Confidential Information, Recipient shall, before such disclosure, notify Disclosing Party of such requirements so that Disclosing Party...4. On Disclosing Party’s request, Recipient shall, at its discretion, promptly return to Disclosing Party or destroy all Confidential Information in its and its Representatives’ possession other than Notes, and destroy all Notes, and, at Disclosing Pa...5. This Agreement imposes no obligation on either party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the Purpose. Disclosing Party makes no representation or warranty, expressed or implied, as to the ac...6. Disclosing Party retains its entire right, title, and interest in and to its Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, o...7. With respect to any particular Confidential Information, the obligations of the Receiving Party under this Agreement will expire three years after the Receiving Party’s receipt of that Confidential Information. provided that with respect to Confide...8. Recipient acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm and injury to Disclosing Partyand that the Disclosing Party shall be entitled to seek equitable relief in addition to all legal reme...9. This Agreement and all related documents are governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to the conflict of laws provisions thereof that would result in the application of the laws of a diffe...10. All notices must be in writing and addressed to the relevant party at its address set forth in the preamble (or to such other address as such party specifies in accordance with this Section 10). All notices must be personally delivered or sent pre...11. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to s... Find: Previous Next Highlight all Match case Presentation Mode Open Print Download Current View Go to First Page Go to Last Page Rotate Clockwise Rotate Counterclockwise Enable hand tool Document Properties… Toggle Sidebar Find Previous Next Page: of 2 <ul> <li>Facebook</li> <li>Twitter</li> <li>Linkedin</li> <li>Google Plus</li> <li>Email</li> </ul> Presentation Mode Open Print Download Current View Tools Zoom Out Zoom In Automatic Zoom Actual Size Page Fit Page Width 50% 75% 100% 125% 150% 200% 300% 400% Page 1 of 2 Confidential (v022021)Mutual Nondisclosure AgreementThis Mutual Nondisclosure Agreement (the “Agreement”), dated as of _________________ (“Effective Date”), is between SailPoint Technologies, Inc., a Delaware corporation (“SailPoint”) located at 11120 Four Points Dr, Suite 100, Austin, TX 78726, and ___________________________, a ________________________(“Company”), located at __________________________ (each, a “party” and, collectively, the “parties”). 1.In connection with the exploration and evaluation of a potential business relationship, including, without limitation, with respect to certain SailPoint software technology or services (the “Purpose”), either party (“Disclosing Party”) may disclose Confidential Information (as defined below) to the other party (“Recipient”). Recipient shall use the Confidential Information solely for the Purpose and, subject to Section 3, shall not disclose such Confidential Information other than to its affiliates and its or their employees, officers, directors, advisors, consultants, accountants, attorneys, co-sale partners and agents (collectively, “Representatives”), in each case who: (a) need access to such Confidential Information for the Purpose. (b) are informed of its confidential nature. and (c) are bound by confidentiality obligations no less protective of the Confidential Information than the terms contained herein. Recipient shall safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care as the Recipient would use to protect its own Confidential Information, but in no event with less than a reasonable degree of care. Recipient shall promptly notify Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps, including but not limited to cooperating with Disclosing Party, to prevent further use or disclosure. Recipient will be responsible forany unauthorized use or disclosure of Confidential Information by its Representatives. 2.“Confidential Information” means all non-public proprietary or confidential information, including, without limitation, trade secrets of Disclosing Party, whether in oral, visual, written, electronic, or other tangible or intangible form, and whether or not marked or designated as “confidential” and all notes, analyses, summaries, and other materials prepared by Recipient or any of its Representatives that reveal, to any degree, any of the foregoing (“Notes”). provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of disclosure by a person or entity bound by confidentiality obligations with respect thereto. (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information. (c) Recipient establishes by documentary evidence, was in Recipient’s or its Representatives’ possession prior to Disclosing Party’s disclosure hereunder. or (d) Recipient establishes by documentary evidence, was or is independently developed by Recipient or its Representatives without using or referencing any Confidential Information. Confidential Information also includes (x) the facts that the parties are in discussions regarding the Purpose (or, without limitation, any termination of such discussions) and that Confidential Information has been disclosed. and (y) any terms, conditions, or arrangements discussed.3.If Recipient or any of its Representatives is required by applicable law or a valid legal order to disclose any Confidential Information, Recipient shall, before such disclosure, notify Disclosing Party of such requirements so that Disclosing Party may seek, at Disclosing Party’s expense, a protective order or other remedy, and Recipient shall reasonably assist Disclosing Party therewith. If Recipient remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose. and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment. All Confidential Information disclosed pursuant to this Section 3 shall remain subject to the confidentiality, non-use and non-disclosure provisions of this Agreement for all purposes other than such legally required disclosure. 4.On Disclosing Party’s request, Recipient shall, at its discretion, promptly return to Disclosing Party or destroy all Confidential Information in its and its Representatives’ possession other than Notes, and destroy all Notes, and, at Disclosing Party’s written request, certify in writing the destruction of such Confidential Information.5.This Agreement imposes no obligation on either party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the Purpose. Disclosing Party makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information, and will have no liability to Recipient or any other person relating Page 2 of 2 Confidential (v022021)to Recipient’s use of any of the Confidential Information or any errors therein or omissions therefrom. Neither party will transfer, transmit, export, or re-export any documents, information, software, technical data, or technology it receives under this Agreement in violation of any applicable export control laws.6.Disclosing Party retains its entire right, title, and interest in and to its Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, or interest to Recipient or any other person.7.With respect to any particular Confidential Information, the obligations of the Receiving Party under this Agreement will expire three years after the Receiving Party’s receipt of that Confidential Information. provided that with respect to Confidential Information that constitutes a trade secret under applicable law, such rights and obligations will survive such expiration until, if ever, such Confidential Information ceases to be a trade secret under applicable law, other than due to an act or omission of Recipient or its Representatives.8.Recipient acknowledges and agrees that any breach or threatened breach of this Agreement may cause irreparable harm and injury to Disclosing Partyand that the Disclosing Party shall be entitled to seek equitable relief in addition to all legal remedies. 9.This Agreement and all related documents are governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to the conflict of laws provisions thereof that would result in the application of the laws of a different jurisdiction. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Travis County, Texas. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.10.All notices must be in writing and addressed to the relevant party at its address set forth in the preamble (or to such other address as such party specifies in accordance with this Section 10). All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective upon actual receipt.11.This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. Neither party may assign this Agreement or otherwise transfer any right or obligation under this Agreement, without the prior written consent of the other party. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.By:Name:Title:SAILPOINT TECHNOLOGIES, INC.By:Name:Title: More Information Less Information Close Enter the password to open this PDF file. Cancel OK File name: - File size: - Title: - Author: - Subject: - Keywords: - Creation Date: - Modification Date: - Creator: - PDF Producer: - PDF Version: - Page Count: - Close Preparing document for printing... 0% Send This Link to a friend Your Name Friends Name Your Email Address Friends Email Address Message