ELECTRONIC NON-DISCLOSURE AGREEMENT
PLEASE READ THIS ELECTRONIC NON-DISCLOSURE AGREEMENT (“NDA”) CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR OBLIGATIONS WITH RESPECT TO OCULUS CONFIDENTIAL INFORMATION.
BY CLICKING ON THE “I AGREE” BUTTON, YOU REPRESENT THAT (1) YOU HAVE READ AND AGREE TO THE TERMS OF THIS NDA (SUBJECT TO SECTION 9), AND (2) YOU HAVE THE AUTHORITY TO BIND THE IDENTIFIED ORGANIZATION TO THESE TERMS.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS NDA, THEN DO NOT CLICK THE “I AGREE” BUTTON.
This NDA is made between you (“You” or “Your”) and Oculus VR, LLC, located at 1601 Willow Road, Menlo Park, CA 94025 (“Oculus”). Oculus desires to protect and preserve the confidential nature of information and materials that may be disclosed or made available to You by Oculus pursuant to the terms in this NDA.
- Definition. As used herein, “Confidential Information” shall mean any and all non-public information or materials that Oculus provides to You that it is either (i) identified in writing as confidential at the time of disclosure (or, if disclosed verbally, is identified as confidential in writing within thirty (30) days of the disclosure) or (b) would reasonably be understood, given the nature of the information or the circumstances surrounding its disclosure, to be confidential. For avoidance of doubt, Confidential Information includes, but is not limited to: (i) information relating to Oculus’ business plans, analyses, forecasts, predictions or projections; intellectual property, software, hardware, prototypes, technology, technical information, business models, pricing, and pricing strategies; marketing ideas, data (including sales data), sales projections, financing plans, valuations, capitalization, budgets, and other financial information; and (ii) third-party information that Oculus is authorized to disclose to You.
- Obligations. Except as expressly permitted pursuant to this NDA, You agree to not disclose to any third party any Confidential Information. You further agree to not use any Confidential Information for any purpose other than in connection with your submission to the Oculus application store (“Limited Purpose”). You shall immediately notify Oculus upon the discovery of any loss or unauthorized use or disclosure of any Confidential Information. The obligations of this section shall continue in full force and effect with respect to any and all Confidential Information that remains confidential and not publicly known. This NDA shall not terminate except upon all Confidential Information becoming publicly known.
- Disclosures to Governmental Entities. You may disclose Confidential Information as required to comply with legal process or binding orders of governmental entities that have jurisdiction over You, provided that You (i) give reasonable notice (to the extent permitted by law) to Oculus to allow it to seek a protective order or other appropriate remedy, (ii) disclose only such information as is required by the governmental entity, and (iii) use reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
- Permitted Disclosure to Agents. You may disclose Confidential Information to Your employees, contractors, and agents, including but not limited to, auditors, accountants, legal counsel, and other professional advisors, (collectively “Agents”) who have a need to know such Confidential Information, but only to the extent so needed, provided further that such Agents are bound by confidentiality and non-disclosure obligations substantially similar to the confidentiality and non-disclosure obligations in this Agreement and that You will remain primarily responsible for any such Agents’ compliance with such terms and liable for any such Agents’ breach of such terms.
- Disclaimers. All Confidential Information is provided “AS IS,” without any warranty or guarantee of any kind.
- No License. You agree that neither this NDA nor the disclosure of any Confidential Information shall be construed as granting You any rights, express or implied by license or otherwise, to any Confidential Information, or to any patent, copyright, trademark, or other intellectual property or proprietary right based on such Confidential Information.
- Restrictions. You shall not make, have made, use, modify, improve, distribute, disclose, license, lease, sell or otherwise deal in any technology, product, service, or other item using, incorporating, or derived from any Confidential Information, nor make any filings or registrations based on the receipt or use of any Confidential Information. You further agree to not modify, reverse engineer, decompile, create other works from, or disassemble any software programs or applications contained in the Confidential Information.
- Limited Reproduction. Confidential Information shall not be reproduced in any form except to the extent necessary for the Limited Purpose. Any reproduction of any Confidential Information shall remain the property of Oculus and shall contain any and all confidential or proprietary notices or legends which appear on the original.
- Entire Agreement. This NDA is supplemental to any existing written, mutually executed agreements between the parties, and supersedes all oral agreements or understanding relating to its subject matter; provided, however, this NDA does not supersede, cancel, or amend any other non-disclosure or confidentiality agreement mutually signed by both You and Oculus (by ink or digital signatures) and the terms and conditions of such other NDA shall continue and be the complete and exclusive agreement of the parties with respect to the subject matter of such other NDA.
- Miscellaneous. This NDA shall be governed by the laws of California without reference to conflict of laws principles. In the event of a dispute relating to this Agreement, the parties hereby submit to the exclusive jurisdiction of the state courts located in San Mateo County, California and the United States federal court located in San Francisco County. You acknowledge that disclosure or use of Confidential Information in violation of this NDA could cause irreparable harm to Oculus for which monetary damages may be difficult to ascertain. You therefore agree that Oculus shall have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of this NDA. This NDA may not be amended without Oculus’ express written agreement and then only to the extent as amended in such writing. If a provision of this Agreement is held invalid or unenforceable under any applicable law, such invalid or unenforceable provision shall not affect any other provision of this NDA that can be given effect without the invalid provision. Further, any such invalid or unenforceable provision or portion thereof shall be deemed, without further action on the part of the parties hereto, modified, amended or limited to the extent necessary to render the same valid and enforceable. You will not assign or transfer any rights or obligations under this NDA. Any such assignment shall be void. Subject to the foregoing, this NDA shall be binding upon and inure to the benefit of the parties and their respective, permitted assigns. You shall not export any Confidential Information in any manner contrary to the export regulations of the United States.