Last updated February 10, 2017.
This Nondisclosure Agreement (this “Agreement”), effective upon the date of electronic acceptance (“Effective Date”), is entered into by and between Gengo, Inc., located at 307 2nd Avenue, San Mateo, CA 94401, United States (“Gengo”) and the Translator (“You”) (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:
Gengo wishes to retain You as an independent contractor for translation services (the “Opportunity”), and in connection with the Opportunity, Gengo has disclosed, and may further disclose to You certain confidential technical and business information that Gengo desires You to treat as confidential.
A. Definition. “Confidential Information” means any information disclosed by Gengo or its subsidiary Gengo K.K., to You either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware configuration information, marketing and finance documents, prototypes, samples, data sets, and Gengo’s plant and equipment), whether or not designated as “confidential” at the time of disclosure. Confidential Information may also include information of a third party that is in Gengo’s possession and is disclosed to You under this Agreement.
B. Exceptions. Confidential Information shall not, however, include any information that You can establish (i) was publicly known or made generally available without a duty of confidentiality prior to the time of Gengo’s disclosure to You; (ii) becomes publicly known or made generally available without a duty of confidentiality after Gengo’s disclosure to You through no action or inaction of You; or (iii) is in Your rightful possession without confidentiality obligations at the time of disclosure by Gengo to You as shown by Your then-contemporaneous written files and records kept in the ordinary course of business.
C. Compelled Disclosure. If You become legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, You will provide Gengo prompt written notice of such disclosure and will assist Gengo in seeking a protective order or another appropriate remedy. If Gengo waives Your compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, You will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
Nonuse and Nondisclosure
You shall not use any Confidential Information for any purpose except to evaluate and engage in the performance of services related to the Opportunity. You shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without Gengo’s prior written consent. You shall not disclose Confidential Information or permit the disclosure of Confidential Information to its employees, except that, subject to Section 3 below, You may disclose Confidential Information to those employees or professionals and consultants such as lawyers, accountants retained by You who are required to have the information in order for You to evaluate or engage in the performance of services related to the Opportunity, provided that such employee has signed a nonuse and nondisclosure agreement in content at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such employee. You shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information. You shall not file any patent application(s) containing or based on, in whole or in part, any of Gengo’s Confidential Information.
Maintenance of Confidentiality
You shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, You shall take at least those measures it employs to protect its own most highly confidential information. You shall not make any copies of the Confidential Information unless the same are previously approved in writing by Gengo. You shall reproduce Gengo’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. You shall immediately notify Gengo of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.
Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions or the engagement of services contemplated by this Agreement concerning the Opportunity. Nothing in this Agreement shall be construed to restrict Gengo’s use or disclosure of its own Confidential Information.
All confidential information is provided “as is”. Gengo makes no 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 You.
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 You shall be and remain the property of Gengo and shall be promptly returned to Gengo or destroyed (with proof of such destruction), each upon Gengo’s request.
Nothing in this Agreement is intended to grant any rights to You under any intellectual property right of Gengo, nor shall this Agreement grant You any rights in or to the Confidential Information except as expressly set forth in this Agreement.
The obligations of You under this Agreement shall survive until the earlier of: i) two years following the date that You discontinues the performance of services related to the Opportunity; or ii) until such time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Section 2.B through no action or inaction of You.
You agree that any violation or threatened violation of this Agreement will cause irreparable injury to Gengo, entitling Gengo 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.
Gengo does not wish to receive any confidential information from You, and Gengo assumes no obligation, either expressed or implied, with respect to any information disclosed by You to Gengo. Any ideas, suggestions, guidance or other information disclosed by You related to the Confidential Information and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback”. You agree to grant and hereby grants to Gengo a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
This Agreement is governed by the laws of the State of California, USA. Any claims or disputes shall be resolved in the state or federal courts located in San Mateo County, California, USA.
Gengo may modify this Agreement at any time. You should look at the terms regularly. If You do not agree to the modified terms for the Platform, You should discontinue Your use of that Service.
This Agreement controls the relationship between Gengo and You. It does not create any third party beneficiary rights.
If You do not comply with this Agreement, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
If it turns out that a particular term is not enforceable, this will not affect any other terms.
You may not assign, transfer, or delegate any portion of this Agreement without Gengo’s prior written consent. Gengo may assign, transfer, or delegate any portion of this Agreement with or without notice to You. Your attempt to assign, transfer, or delegate this Agreement without Gengo’s consent will be null and void.