This Agreement governs your participation as a representative of your company, a Databricks customer. This Agreement covers Council activities, including (1) the sharing of confidential information by Databricks to participants ( each a “Participant” or “Recipient”), which may include prerelease Databricks technical and business information and (2) non-confidential feedback from Participants.

Acceptance. Participating in the Development Council and/or providing Databricks, Inc., with the requested information on the program page indicates your acceptance of all terms and conditions in this Agreement.

Confidentiality. Confidentiality obligations and restrictions are governed by the confidentiality provisions of your Master Cloud Services Agreement (“MCSA”) with Databricks.

Customer Participation. 

As a member of a Development Council, Customer agrees to take the following actions:

1. Assign a dedicated point of contact to work with Databricks during the Private Preview Period.  

2. Attend Development Council video conference sessions, as described in the Development Council program page, during which Customer will provide Databricks with  feedback on its experience with any Technical Preview Services in which Customer is enrolled.

3. Provide both an executive sponsor and a technical point of contact for periodic engagement during the Private Preview Period (either of whom can also be the dedicated point of contact described in 1). 

4. Treat any confidential information received during participation from Databricks or other Participants during the course of the Development Council as confidential. 

Feedback. If the company (including through Participant) choose to provide suggestions, enhancement requests, or other feedback regarding Databricks services or product offerings (“Feedback”)  to Databricks, the company hereby grant Databricks a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable, assignable license to incorporate into the Databricks products and services or otherwise use any Feedback to improve Databricks products and services, provided that such Feedback is used in a manner that is not attributable to the company, and such Feedback shall not be deemed to be Confidential Information, as defined in your MCSA . You also irrevocably waive in favor of Databricks any moral rights which you may have in such Feedback pursuant to applicable copyright law.

Warranty.  ALL CONFIDENTIAL INFORMATION AND FEEDBACK IS PROVIDED “AS IS.”  NEITHER PARTY MAKES ANY 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 PARTY.

Term and Termination. This Agreement shall remain in full force unless terminated earlier by either Party upon written notice. The obligations imposed by this Agreement will continue with respect to a particular item of Confidential Information for a period of five (5) years from the date of disclosure; provided that any trade secret will remain subject to the obligations hereunder until such time as such information is generally known to the public other than due to the actions of the Recipient. 

Miscellaneous.

1. Entire Agreement and Modification. This Agreement supersedes all prior agreements, written or oral, between the Parties relating to the Purpose. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by the Parties.
2. Remedies, Governing Law, and Waiver. The Recipient agrees that any breach of this Agreement could cause the Disclosing Party substantial and irreparable harm for which remedies at law could be inadequate. The Disclosing Party will have the right to seek specific performance and other injunctive and equitable relief in addition to any other remedies that may be available. This Agreement will be construed and interpreted in accordance with the internal laws of the State of California, without giving effect to its choice of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction and venue of the state courts located in San Francisco, California and the federal courts located in the Northern District of California and each Party hereby consents to the personal jurisdiction thereof.
3. Assignment. Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement without consent in connection with a merger, reorganization, consolidation, or sale of all or substantially all of the assets to which this Agreement pertains, provided that the assigning Party provides prompt written notice to the other Party prior to any such permitted assignment.  Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void.