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Databricks, Inc.

This Nondisclosure Agreement (this “NDA”) is entered into by and between Databricks, Inc., a Delaware corporation (“Databricks”) and the Recipient (as defined below) (each herein referred to individually as a “Party,” or collectively as the “Parties”).  In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following terms.

If you are entering into this NDA on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you are authorized to bind that entity to this NDA, in which case “Recipient” will refer to that entity (otherwise, “Recipient” refers to you as an individual). If you do not have authority to bind your entity or do not agree with any provision of this NDA, you must not accept this NDA and may not request any Confidential Information.

1.1. Purpose; Applicability. Recipient is entering into this NDA in order to assess a possible business arrangement with Databricks and/or to access information which Databricks considers its Confidential Information (as defined below) (the “Project”). Databricks and Recipient agree this NDA applies to the disclosure and handling of Confidential Information unless Databricks and Recipient have entered into a separate written, mutually-signed agreement setting forth terms governing Recipient’s obligations concerning Databricks confidential information (“Other NDA”), in which case the Other NDA shall apply.

1.2. Confidential Information. “Confidential Information” means any business or technical information disclosed by Databricks to Recipient that is designated as confidential at the time of disclosure or that, under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Without limiting the foregoing, all non-public information related to vulnerability / penetration test reports or security measures are Databricks’ Confidential Information. Confidential Information shall not, however, include any information that Recipient can establish (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient or its Representatives (as defined below) by Databricks; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient or its Representatives by Databricks through no action or inaction of Recipient; or (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Databricks to Recipient or its Representatives as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business.

 1.3. Nonuse and Nondisclosure. Recipient shall not use and shall not permit its Representatives to use any Confidential Information for any purpose except to evaluate the Project.  Recipient shall not, without Databricks' prior written consent, disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party other than to those of its subsidiaries, affiliates, employees, contractors, agents, and advisors who have signed confidentiality terms at least as protective of the Confidential Information as this NDA (“Representatives”) and who have a need to have access to such Confidential Information in order for Recipient to evaluate the Project. Recipient and its Representatives shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information.

 1.4. Maintenance of Confidentiality. Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.  Without limiting the foregoing, Recipient shall take at least those measures it employs to protect its own most highly confidential information.  Recipient shall not make any copies of the Confidential Information unless the same are previously approved in writing by Databricks.  Recipient shall reproduce Databricks' proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original.  Recipient shall immediately notify Databricks of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.

 1.5. No Obligation. Nothing in this Agreement shall obligate either Party to proceed with any transaction between them.  Nothing in this Agreement shall be construed to restrict Databricks' use or disclosure of its own Confidential Information.


 1.7. Return of Materials. 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 Recipient shall be and remain the property of Databricks and shall be promptly returned to Databricks or destroyed (with proof of such destruction), each upon Databricks' request.

 1.8. No License. Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Databricks, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth in this Agreement.

 1.9. Term. The obligations of Recipient under this Agreement shall survive until such time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Section 1.2 through no action or inaction of Recipient.

1.10. Remedies. Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to Databricks, entitling Databricks 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.

1.11. Recipient Information. Databricks does not wish to receive any confidential information from Recipient, and Databricks assumes no obligation, either expressed or implied, with respect to any information disclosed by Recipient to Databricks unless the parties have entered into a separate confidentiality agreement covering such information.

1.12. Miscellaneous. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns; except that Recipient may not assign or otherwise transfer this Agreement, by operation of law or otherwise, without written consent of Databricks.  Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void.  This Agreement will be interpreted and construed in accordance with the laws of the State of California, without regard to conflict of law principles.  Recipient hereby represents and warrants that the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind the Party thereto.  This Agreement contains the entire agreement between the Parties with respect to the Project and supersedes all prior written and oral agreements between the Parties regarding the Project  If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, 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 Agreement will continue in full force and effect.  No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective.  A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement.  No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement.  The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement.  This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.