eBay MNDA v20211206 eBay Confidential
Mutual Nondisclosure Agreement
This Mutual Nondisclosure Agreement (the “MNDA”) is made effective as of the last date signed by a party below (“Effective Date”) by and between
eBay Inc., on behalf of itself and its subsidiaries (“eBay”), with its principal place of business at 2025 Hamilton Avenue, San Jose, California 95125, and
(“Company”), with offices at . Each party may be referred to individually as
a “Party” and collectively as the “Parties”.
1. INFORMATION. “Confidential Information” means all information
(whether in written, electronic or oral form) disclosed by one Party (the
“Disclosing Party”) to the other Party (the “Receiving Party”) that is not
generally known to the public and that is designated either orally or in
writing as “Confidential” or otherwise should reasonably be understood
to be confidential given the nature and circumstances of its disclosure.
Confidential Information includes, but is not limited to any proprietary
technical and business information disclosed by one Party to the other
Party, including but not limited to patent and patent applications,
techniques, sketches, drawing, works of authorship, models, inventions,
processes, equipment, algorithms, demonstrations, mock-ups, software,
software source comments, and formulae related to current, future and
proposed products and services of the Disclosing Party, including
information concerning software code, research, development, design
details and specifications; financial information, procurement and
purchasing requirements, customer lists, investors, employees,
business and contractual relationships, business forecasts, sales and
merchandising data, and marketing plans.
2. OBLIGATIONS. For three (3) years after the disclosure date, the
Receiving Party shall protect the Disclosing Party’s Confidential
Information with at least the same care as its own Confidential
Information and with no less than a reasonable standard of care, and
shall: (i) disclose the Confidential Information only to its officers,
directors, employees, advisors, financing sources and contractors,
provided such persons are bound by confidentiality no less restrictive as
those set forth in this MNDA; (ii) not disclose any Confidential
Information to any other third party without the Disclosing Party’s prior
written consent; (iii) use such Confidential Information only to the extent
required for the purpose of evaluating a potential business relationship
(the “Purpose”); (iv) reproduce Confidential Information only as required
to accomplish the Purpose; (v) not reverse engineer, decompile or
disassemble any software disclosed; (vi) not directly or indirectly export
or transmit any Confidential Information to any country to which such
export or transmission is restricted by regulation or statute; and (vii)
promptly provide the Disclosing Party with notice of any actual or
threatened breach of this MNDA. The Receiving Party may use, without
restriction, all information it receives from the Disclosing Party that does
not meet the above definition of Confidential Information. Receiving
Party may disclose Confidential Information in accordance with a judicial
or other governmental order, provided that, prior to any such disclosure,
the Receiving Party gives the Disclosing Party prompt written notice of
such order and the opportunity to seek confidential treatment of the
information.
3. EXCLUSIONS. The foregoing obligations shall not apply to
Confidential Information that: (a) is now or hereafter becomes generally
known through no act or failure to act on the part of the Receiving Party;
(b) the Receiving Party independently knows at the time of receiving
such information, as evidenced by its written records; (c) a third party
furnishes to the Receiving Party without breaching any obligation of
confidentiality and without restriction on disclosure; (d) the Receiving
Party has independently developed without using the Disclosing Party’s
Confidential Information or breaching this MNDA; or (e) the Disclosing
Party gives written permission to the Receiving Party to disclose.
4. OWNERSHIP. Confidential Information and copies thereof shall
remain the property of the Disclosing Party and shall be returned to the
Disclosing Party or, at Disclosing Party’s option (on written request),
destroyed when Receiving Party’s need for it for the Purpose has expired
or, if earlier, upon termination of this MNDA. No rights or licenses to
trademarks, inventions, copyrights or patents are implied or granted
under this MNDA. Confidential Information is provided “as is” without
warranty express or implied.
5. TERM. This MNDA shall continue for so long as the Parties
continue to exchange Confidential Information and may be terminated
by either Party at any time upon written notice to the other party.
Sections 2 through 8 shall survive termination of this MNDA.
6. REMEDIES. The Parties acknowledge that monetary damages
may not be a sufficient remedy for unauthorized use or disclosure of
Confidential Information and that each Party may, without waiving any
other rights or remedies or posting bond, seek injunctive or equitable
relief as a court of competent jurisdiction may deem proper.
7. COMPETITIVE MATERIALS. In no event shall either Party be
precluded from discussing, reviewing, developing for itself, having
developed, or developing for third parties, materials competitive with the
Confidential Information, irrespective of their similarity to the Confidential
Information, so long as such Party complies with the terms of this MNDA.
8. GENERAL. This MNDA shall be governed by the laws of the State
of California, excluding its conflicts of laws principles. Any dispute under
this MNDA shall be brought in a State or Federal court located in San
Jose, California and the Parties hereby consent to the personal
jurisdiction and venue of these courts. This MNDA constitutes the entire
MNDA and supersedes all prior or contemporaneous oral or written
agreements regarding the subject matter hereof. This MNDA may be
changed only by a writing signed by both Parties. Any provision of this
MNDA held unenforceable shall be severed and the remainder of this
MNDA will continue in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this MNDA as of the Effective Date.
EBAY INC.
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Title: \\Title2\\
Date: \\date2\\
By: \\sig3\\
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Title: \\Title3\\
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