Security & Trust Center

Databricks, Inc.
MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into on the Effective Date, between the Company identified above (also referred to as “you”) and Databricks, Inc. (“Databricks” also referred to as “we”). Databricks and Company (each, a “Party” and collectively, the “Parties”) wish to enter into discussions relating to a business matter of mutual interest (the “Purpose”).

Disclosing Party and Recipient. “Disclosing Party” refers to a Party who shares Confidential Information (or on whose behalf Confidential Information is shared by its authorized representative or Affiliate). “Recipient” means the Party who receives such Confidential Information, either directly or through a Permitted Receiver. A “Permitted Receiver” means the Recipient’s Affiliate(s), and the officers, employees, members, representatives, professional advisors, agents and subcontractors of Recipient or its Affiliates.  An “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, is under common control with, or is in the same group of entities as a Party.

Confidential Information. “Confidential Information” means information disclosed to Recipient by a Disclosing Party, its authorized representatives or Affiliate(s) in furtherance of the Purpose, and which is identified as confidential, or which the Recipient should reasonably know under the circumstances is the Disclosing Party’s confidential information.   Information is not Confidential Information if it is 

• already known by Recipient at the time of disclosure, or
• in the public domain through no breach of this Agreement, or
• lawfully obtained by Recipient from a third party without breach of a confidentiality obligation, or
• independently developed by Recipient, or
• expressly indicated by Disclosing Party in writing as non-confidential.

Sharing and use of Confidential Information. Recipient can share Confidential Information with its Permitted Receivers if they have a need to know and use it for the Purpose, and they have agreed to keep it confidential and restrict its use to the same extent that Recipient has agreed to do under this Agreement. Recipient may also share Confidential Information if required by law or regulation (but must promptly notify the Disclosing Party of the requirement, where allowed to do so by law or regulation). Recipient cannot otherwise share or use Disclosing Party’s Confidential Information, nor reverse engineer, disassemble, or decompile any software or other tangible objects embodying Disclosing Party’s Confidential Information.  As between the Parties, Disclosing Party retains ownership in its Confidential Information, and no license to patents or other ownership interests in intellectual property are granted or conveyed with the disclosure of Confidential Information. Recipient is liable for its Permitted Receiver(s)’ actions or omissions in connection with this Agreement, where those actions or omissions would be a breach of this Agreement if Recipient itself had taken (or omitted to take) those actions.

Obligations regarding Confidential Information. Recipient must

• only use Confidential Information for the Purpose, keep it secure and confidential, and only use or disclose it as allowed by this Agreement;
• promptly notify the Disclosing Party if it becomes aware of a breach of this Agreement by Recipient;
• take reasonable steps to destroy or erase any Confidential Information of the Disclosing Party it holds, within 30 days of the Disclosing Party’s request.  However, Recipient may retain copies of Confidential Information to meet legal or regulatory obligations, or in accordance with bona fide record retention policies, or incident to its customary data backup practices in the ordinary course of business (provided that in any case, Confidential Information continues to be secured and maintained as confidential consistent with this Agreement).

Duration of confidentiality obligations under this Agreement. The “Confidentiality Period” during which Recipient’s obligations regarding Confidential Information apply, starts on the Effective Date and ends the later of five (5) years from the date of disclosure or from the termination of this Agreement (except that with respect to trade secrets, such obligations will survive indefinitely for so long as such information qualifies as a trade secret under applicable law).  A Party may terminate this Agreement on thirty (30) days written notice to the other, but termination will not affect or shorten the Confidentiality Period that protects Confidential Information that is shared before termination. 
    
Other Important information

Treatment of Agreement. This Agreement 

• may be executed in counterparts, with same effect as if all the signatures were on a single copy;
• may only be modified by a written amendment signed by both Parties; 
• is not enforceable by anyone other than a Party to this Agreement, or the Disclosing Party’s Affiliates;
• supersedes all earlier discussions and agreements, is the Parties’ complete agreement with respect to its subject matter, and neither Party has relied on anyone’s statement or representation in entering into it;
• is not assignable by a Party without the other Party’s prior written consent (except assignment of this Agreement in connection with a Party’s merger, reorganization, consolidation, or sale of all or substantially all of its assets is permitted if such Party provides the other Party prompt written notice of the assignment); and 
• is not intended to cover and does not apply to the sharing of any data processed by, or made accessible through use of, the Databricks platform or Azure Databricks (Microsoft) platforms (the handling of which would be covered by your separate agreement, if any, for such services).

Notices. Formal notices under this Agreement must be in writing sent to the Parties’ then-current business contacts (email accepted); however, a Party’s notice of breach must also be copied to the other Party’s legal counsel, if identified in this Agreement or otherwise known.
Disclaimers. Confidential Information is provided “as is” and neither Party makes any warranties whatsoever regarding the accuracy, completeness, non-infringing nature, or performance of Confidential Information.

Dispute Resolution. If a Party fails to enforce a right under this Agreement, that is not a waiver of that right at any time. The Disclosing Party may seek injunctive relief or specific performance to enforce its rights under this Agreement. If any lawsuit or other dispute arises in connection with this Agreement, the following governing law and venue will apply, based on the address of Company’s principal place of business.