C3 AI Developer Portal NONDISCLOSURE AGREEMENT
AGREEMENT REGARDING CONFIDENTIAL AND PROPRIETARY INFORMATION AND ELECTRONIC ACCESS TO THE C3 AI DEVELOPER PORTAL
ALL PARTIES must read and accept THIS DOCUMENT BEFORE ACCESSING THE C3 AI PORTAL.
I (the Recipient), am accessing services and property of C3.AI, Inc. or its affiliates (collectively, "Us" or “C3.ai”) on behalf of an organization or as an employee, subcontractor, or agent of Party in connection with that Party's business arrangement with Us. I hereby agree as follows:
1. Purpose. In the course of accessing content, services and/or training on the Developer Portal, I acknowledge and agree that I may receive Confidential Information of C3 AI, as defined in Section 2 below. The purpose of this Agreement is to ensure continued protection of the confidential and proprietary nature of such Confidential Information.
2. “Confidential Information” means any information disclosed to Recipient by C3.ai or its Representative(s), directly or indirectly, in writing, electronic, orally, or by inspection of tangible objects, including, without limitation, information regarding C3.ai’s business, financial condition, technology, customers, partners, prospects or strategy. Confidential Information may also include information disclosed to C3.ai or its Representatives by third parties. “Representative(s)” means directors, officers, employees, contractors and professional advisors of C3.ai and its parent, subsidiary and affiliated companies. Confidential Information will not, however, include any information that Recipient can demonstrate (a) was publicly known and made generally available in the public domain prior to the time of disclosure to Recipient by C3.ai; (b) became publicly known and made generally available after disclosure to Recipient by C3.ai through no action or inaction of Recipient; or (c) was in the possession of Recipient, without confidentiality restrictions, at the time of disclosure by C3.ai, as shown by Recipient’s files and records.
3. Non-use and Nondisclosure. Recipient will not use any Confidential Information for any purpose except to access and evaluate the services of C3.ai in connection with that Party's business arrangement with Us. Recipient will not disclose any Confidential Information to third parties or to employees of Recipient, except to those employees who have a need to know such Confidential Information for the purpose specified above.
4. Maintenance of Confidentiality. Recipient will use its best efforts to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient will take at least those measures that Recipient takes to protect its own most highly confidential information and, prior to any disclosure of Confidential Information to its employees, will have such employees sign a non-use and nondisclosure agreement that is substantially similar in content to this Agreement.
Recipient will not make any copies or recordings of any kind of any Confidential Information. Recipient will immediately notify C3.ai in the event of any unauthorized use or disclosure of the Confidential Information.
The following terms also govern and apply to your use of the Site, and they are incorporated herein by this reference:
5. No Obligation. Nothing in this Agreement will obligate C3.ai to disclose any specific Confidential Information to Recipient, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement.
6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” C3.AI MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF THE CONFIDENTIAL INFORMATION.
7. Return of Materials. All documents and other tangible objects containing or representing Confidential Information and all copies of them will be and remain the property of C3.ai.
Upon C3.ai’s request, Recipient will (a) promptly deliver to C3.ai all Confidential Information, without retaining any copies, (b) promptly destroy analyses, studies, and other documents prepared based on the Confidential Information, without retaining copies and certify such destruction in writing to C3.ai.
8. No License. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, or other intellectual property right of C3.ai, nor will this Agreement grant Recipient any rights in or to the Confidential Information, except as expressly set forth in this Agreement.
9. Term and Termination. This Agreement will survive until all Confidential Information becomes publicly known and made generally available through no action or inaction of Recipient. The obligations of Recipient with respect to Confidential Information received prior to any termination will survive any termination of this Agreement for a period of five (5) years.
10. Remedies. Recipient acknowledges that any breach or threatened breach of this Agreement would cause irreparable harm to C3.ai, and in addition to any other remedies at law or in equity that C3.ai may have, C3.ai is entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.
11. Recipient Information. C3.ai does not wish to receive any confidential or proprietary information from Recipient, and C3.ai assumes no obligation, either express or implied, with respect to any information disclosed by Recipient.
12. Non-Solicitation. For a period of eighteen months from the Effective Date Recipient will not encourage or solicit any employee or consultant to leave C3.ai.
13. Miscellaneous. This Agreement is in addition to any agreement between Recipient’s employer and C3.ai. This Agreement will bind and inure to the benefit of the parties and their successors and assigns. This Agreement will be governed by the laws of the state of California, without reference to conflict of laws principles. This document contains the entire agreement between the parties with respect to the subject matter of this Agreement. Any failure to enforce any provision of this Agreement will not constitute a waiver of that provision or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties. This Agreement may be executed in two or more counterparts, each of which is deemed to be an original, but all of which constitute the same agreement.
14. To the extent there is any contradiction, inconsistency or ambiguity between the terms of this individual Agreement and any Agreement for Services made between C3.ai and any party that has engaged me to provide services, the terms of the Agreement for Services shall prevail and I shall comply with the same.