kozue13/Contracts · Datasets at Hugging Face

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CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS

This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective
date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle
Parkway, Redwood City, California 94065 and the company designated below (“Company”).
Oracle and
the Company are entering into discussions concerning a possible strategic transaction
(the “Transaction”).
The parties expect to make available to one another certain non-public,
confidential and/or proprietary information, both oral and written, which may include information
concerning their respective business prospects and plans, financial condition, technology,
customers, know-how, trade secrets, operations, assets and liabilities (collectively, the
“Evaluation Material”).
As a condition to each party furnishing the Evaluation Material to the
other party and the directors, officers, employees, agents or advisors of such party or its
subsidiaries (collectively, “Representatives”), each party
agrees that the Evaluation Material
furnished to it hereunder shall be treated as confidential subject to
the terms of this Agreement.
1.
Evaluation Material.
“Evaluation Material” also includes notes, analyses,
compilations, studies, plans, interpretations or other documents prepared
by the receiving party or its Representatives which contain or are based
upon the Evaluation Material furnished to such party hereunder.
The term
“Evaluation Material” does not include information that (i) is or becomes a
matter of public knowledge through no fault of the receiving party; (ii) is or
becomes available to the receiving party from a source other than the
disclosing party or any of its Representatives, provided that such source
was not known or reasonably should be known by the receiving party to be
bound by a duty of confidentiality with respect to such information; (iii) is
disclosed by the disclosing party to a third party without a duty of
confidentiality; (iv) is independently developed by the receiving party
without use of the Evaluation Material; or (v) is disclosed under operation
of law.
2.
Non-Disclosure/Security/Use.
Each party agrees that, without the prior
written consent of the other party, neither it nor its Representatives will
disclose to any other person any of the other party’s Evaluation Material,
the fact that discussions between the parties are taking place concerning
the Transaction, or any terms or other facts relating to the Transaction and
will use such Evaluation Materials only for the purpose of evaluating a
Transaction.
Each party agrees to use reasonable measures to protect
against the loss, theft or unauthorized use of the Evaluation Materials.
3.
Personally Identifiable Information.
The Evaluation Materials may
include human resources data and/or other information that serves to
identify one or more individuals (“PII”).
The receiving party agrees to notify
the disclosing party of any request received by the receiving party for
access, correction, amendment or redaction of any PII.
The disclosing
party shall be responsible for compliance with all such requests.
The
receiving party also agrees to notify the disclosing party of any actual or
suspected improper acquisition of PII of which the receiving party becomes
aware.
4.
Residuals.
Nothing in this Agreement shall be construed to limit either
party’s ability to use “residuals” relating to the Evaluation Material of the
other party.
The term “residuals” shall mean information included in the
Evaluation Material in nontangible form (i.e., not written or other
documentary form, including tape or disk), which is incidentally retained in
the memories of employees of either party who have had access to the
Evaluation Material, including ideas, know-how, or techniques contained
therein, and where the source of the Evaluation Material has become
remote (e.g., as a result of the passage of time or the employee’s
subsequent exposure to information of a similar nature from other sources)
that the employee in good faith believes that it is not Evaluation Material.
Neither party shall have any obligation to limit or restrict the assignment of
its employees or to pay royalties to the other party in connection with any
use of residuals.
5.
Independent Development.
Nothing in this Agreement shall be
construed to limit or preclude either party from developing, using,
marketing, licensing, and/or selling any independently developed software,
technology or other materials similar or related to the Evaluation Material
without otherwise violating this Agreement.
6.
Required Disclosure.
In the event that a party or its Representatives is
required by Law, rule or stock exchange regulation to disclose any of the
other party’s Evaluation Material or the fact that discussions between the
parties are taking place concerning the Transaction, the party required to
make such disclosure shall, to the extent practicable, provide the other
party with prior written notice of any such requirement so that the other
party may seek a protective order or other appropriate remedy and/or
waive compliance with the provisions of this Agreement.
In the event
that

CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERS

This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective

date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle

Parkway, Redwood City, California 94065 and the company designated below (“Company”).

Oracle and

the Company are entering into discussions concerning a possible strategic transaction

(the “Transaction”).

The parties expect to make available to one another certain non-public,

confidential and/or proprietary information, both oral and written, which may include information

concerning their respective business prospects and plans, financial condition, technology,

customers, know-how, trade secrets, operations, assets and liabilities (collectively, the

“Evaluation Material”).

As a condition to each party furnishing the Evaluation Material to the

other party and the directors, officers, employees, agents or advisors of such party or its

subsidiaries (collectively, “Representatives”), each party

agrees that the Evaluation Material

furnished to it hereunder shall be treated as confidential subject to

the terms of this Agreement.

1.

Evaluation Material.

“Evaluation Material” also includes notes, analyses,

compilations, studies, plans, interpretations or other documents prepared

by the receiving party or its Representatives which contain or are based

upon the Evaluation Material furnished to such party hereunder.

The term

“Evaluation Material” does not include information that (i) is or becomes a

matter of public knowledge through no fault of the receiving party; (ii) is or

becomes available to the receiving party from a source other than the

disclosing party or any of its Representatives, provided that such source

was not known or reasonably should be known by the receiving party to be

bound by a duty of confidentiality with respect to such information; (iii) is

disclosed by the disclosing party to a third party without a duty of

confidentiality; (iv) is independently developed by the receiving party

without use of the Evaluation Material; or (v) is disclosed under operation

of law.

2.

Non-Disclosure/Security/Use.

Each party agrees that, without the prior

written consent of the other party, neither it nor its Representatives will

disclose to any other person any of the other party’s Evaluation Material,

the fact that discussions between the parties are taking place concerning

the Transaction, or any terms or other facts relating to the Transaction and

will use such Evaluation Materials only for the purpose of evaluating a

Transaction.

Each party agrees to use reasonable measures to protect

against the loss, theft or unauthorized use of the Evaluation Materials.

3.

Personally Identifiable Information.

The Evaluation Materials may

include human resources data and/or other information that serves to

identify one or more individuals (“PII”).

The receiving party agrees to notify

the disclosing party of any request received by the receiving party for

access, correction, amendment or redaction of any PII.

The disclosing

party shall be responsible for compliance with all such requests.

The

receiving party also agrees to notify the disclosing party of any actual or

suspected improper acquisition of PII of which the receiving party becomes

aware.

4.

Residuals.

Nothing in this Agreement shall be construed to limit either

party’s ability to use “residuals” relating to the Evaluation Material of the

other party.

The term “residuals” shall mean information included in the

Evaluation Material in nontangible form (i.e., not written or other

documentary form, including tape or disk), which is incidentally retained in

the memories of employees of either party who have had access to the

Evaluation Material, including ideas, know-how, or techniques contained

therein, and where the source of the Evaluation Material has become

remote (e.g., as a result of the passage of time or the employee’s

subsequent exposure to information of a similar nature from other sources)

that the employee in good faith believes that it is not Evaluation Material.

Neither party shall have any obligation to limit or restrict the assignment of

its employees or to pay royalties to the other party in connection with any

use of residuals.

5.

Independent Development.

Nothing in this Agreement shall be

construed to limit or preclude either party from developing, using,

marketing, licensing, and/or selling any independently developed software,

technology or other materials similar or related to the Evaluation Material

without otherwise violating this Agreement.

6.

Required Disclosure.

In the event that a party or its Representatives is

required by Law, rule or stock exchange regulation to disclose any of the

other party’s Evaluation Material or the fact that discussions between the

parties are taking place concerning the Transaction, the party required to

make such disclosure shall, to the extent practicable, provide the other

party with prior written notice of any such requirement so that the other

party may seek a protective order or other appropriate remedy and/or

waive compliance with the provisions of this Agreement.

In the event

that