Mutual Confidential Disclosure Agreement.pdf

This Mutual Disclosure Agreement is between Informatica Ireland EMEA Unlimited Company (Informatica) and another company (Company). The purpose is to explore a potential business relationship, with each party disclosing confidential information to the other for evaluation. Key points include:

1. Confidential Information: This includes any information related to software, research, inventions, processes, designs, customers, markets, or finances, marked or identified as confidential, or reasonably understood to be confidential.

2. Exceptions: Information is not considered confidential if it was already known, publicly available, obtained from a third party, or independently developed by the receiving party.

3. Restrictions: The receiving party must:
- Use the information solely for evaluating the potential business relationship.
- Protect it with at least the same degree of care as its own confidential information.
- Not disclose it except on a "need to know" basis to affiliates, employees, agents, and contractors who are bound by confidentiality.
- Notify the disclosing party if required to disclose information by law, and continue to protect it.
- Not reverse engineer or attempt to derive source code of any disclosed software.
- Return all tangible materials containing confidential information upon request or termination.

4. Data Processing: If Informatica processes personal data, the terms of their online data processing agreement apply.

5. Remedies: The receiving party must remedy any breach and is subject to injunctive relief if unauthorized disclosure occurs.

6. Rights: No rights are granted under any patent, trade secret, or copyright of the disclosing party. All confidential information is provided "as is" without warranty.

7. Amendments and Assignment: The agreement cannot be amended except in writing. Neither party can assign their rights without the other's prior written consent, except in certain cases involving affiliates or successors.

8. Binding Nature: The agreement is binding on the parties and their successors and assigns.