This Mutual Confidentiality Agreement (“Agreement”) is entered into by and between Pipefy, Inc., a Delaware corporation, with its business address at 548 Market Street, PMB 96462, San Francisco, California, USA (“Company”), and the individual or entity accepting this Agreement electronically (“Counterparty”). This Agreement becomes effective on the date on which Counterparty electronically accepts this Agreement (“Effective Date”).
By clicking “I Accept”, checking a related box, accessing or using the services, platform, materials, demos, evaluations, or Confidential Information subject to this Agreement, Counterparty agrees to be bound by the terms and conditions of this Agreement. The individual accepting this Agreement on behalf of Counterparty represents and warrants that they have full legal authority to bind Counterparty to this Agreement.
Acceptance by a user authenticated within Counterparty’s account environment, corporate domain, or workspace shall be deemed acceptance by Counterparty.
Hereinafter, each party may be referred to individually as a “Disclosing Party” and/or a “Receiving Party”, and collectively as the “Parties”.
In order to evaluate a potential business relationship, commercial opportunity, integration, partnership, or other business transaction between them, the Parties acknowledge the need to exchange confidential information and desire to establish this reciprocal agreement governing the protection and permitted use of such information. In consideration of the mutual obligations contained herein, the Parties agree as follows:
1. Definition of Confidential Information
The term “Confidential Information”, as used in this Agreement, means any non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether disclosed directly or indirectly, orally, visually, electronically, digitally, in writing, or by inspection of tangible objects, including but not limited to technical, financial, operational, economic, accounting, commercial, strategic, legal, product, software, security, customer, business, and proprietary information, as well as know-how, trade secrets, product roadmaps, integrations, APIs, source code, documentation, pricing, and business processes.
Confidential Information includes information disclosed before or after the Effective Date.
Confidential Information shall not include information that the Receiving Party can demonstrate through written evidence:
(a) is or becomes publicly available through no breach of this Agreement by the Receiving Party;
(b) was lawfully known by the Receiving Party prior to disclosure by the Disclosing Party;
(c) is lawfully obtained by the Receiving Party from a third party without restriction and without breach of any confidentiality obligation; or
(d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party.
2. Non-Disclosure and Permitted Use
The Parties agree to use Confidential Information solely for the purpose of evaluating or carrying out a potential or existing business relationship or transaction between the Parties (“Permitted Purpose”).
Neither Party shall disclose Confidential Information to any third party except to its affiliates, employees, officers, directors, contractors, accountants, legal counsel, advisors, investors, consultants, service providers, or representatives who have a legitimate need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less protective than those contained herein (“Representatives”).
Each Party shall remain responsible for any breach of this Agreement caused by its Representatives.
The Receiving Party shall protect the Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care.
The Receiving Party shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, algorithms, or trade secrets from any Confidential Information unless expressly permitted in writing by the Disclosing Party.
3. Required Disclosures
Disclosure of Confidential Information shall not constitute a breach of this Agreement if such disclosure is required by applicable law, regulation, court order, governmental authority, arbitral proceeding, or other legal process.
To the extent legally permitted, the Receiving Party shall promptly notify the Disclosing Party prior to such disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy at its own expense.
If no such protective order or remedy is obtained, the Receiving Party shall disclose only the minimum portion of Confidential Information legally required to be disclosed.
4. No Representations or Warranties
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”.
Neither Party makes any representation or warranty, express or implied, regarding the accuracy, completeness, merchantability, fitness for a particular purpose, or non-infringement of any Confidential Information.
Neither Party shall have liability arising from reliance on Confidential Information except as expressly stated in a definitive written agreement executed between the Parties.
5. Ownership and Rights
All Confidential Information shall remain the sole and exclusive property of the Disclosing Party.
Nothing in this Agreement grants the Receiving Party any ownership rights, licenses, intellectual property rights, or other rights in or to the Confidential Information, except for the limited right to use such Confidential Information solely for the Permitted Purpose.
6. Data Protection
To the extent either Party processes personal data in connection with this Agreement, such Party shall comply with all applicable data protection and privacy laws and regulations, including, where applicable, Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR).
Personal data shall only be processed for purposes consistent with this Agreement and applicable law.
7. Return or Destruction of Confidential Information
Upon the earlier of: (i) written or electronic request by the Disclosing Party; or (ii) termination of the Parties’ business relationship, the Receiving Party shall promptly, and in any event within thirty (30) days, return or destroy all Confidential Information of the Disclosing Party, including copies, extracts, summaries, and other reproductions thereof.
Upon request, the Receiving Party shall certify destruction of Confidential Information in writing or electronically.
Notwithstanding the foregoing, the Receiving Party may retain archival backup copies automatically generated through standard information security and disaster recovery systems, provided such retained information remains subject to this Agreement.
8. No License
Except as expressly set forth herein, nothing contained in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or other rights under any intellectual property rights of either Party.
9. Term
This Agreement becomes effective on the Effective Date and shall remain in effect for so long as the Parties exchange Confidential Information.
The confidentiality and non-use obligations under this Agreement shall survive for three (3) years following the termination of the Parties’ business relationship or the last disclosure of Confidential Information, whichever occurs later.
10. Remedies
The Parties acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone may be insufficient.
Accordingly, in addition to any other rights or remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief, equitable relief, and specific performance without the requirement to post bond or prove actual damages.
The offending Party shall also be liable for direct damages finally awarded by a court of competent jurisdiction, including reasonable attorneys’ fees and legal costs.
11. Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all prior or contemporaneous oral or written communications relating thereto.
This Agreement may only be amended through a written or electronic instrument accepted by both Parties.
Each Party represents and warrants that the individual accepting this Agreement on its behalf is duly authorized to bind such Party.
The Parties agree that this Agreement shall not be construed against either Party by reason of authorship.
12. Dispute Resolution
The Parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiations prior to initiating legal proceedings.
If the dispute is not resolved within thirty (30) days after written or electronic notice of the dispute, either Party may pursue available legal remedies.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to conflict of laws principles.
The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California, USA, for any dispute arising out of or relating to this Agreement.
14. Electronic Acceptance and Records
The Parties agree that this Agreement may be accepted electronically, including through click-through acceptance, checkbox confirmation, online workflows, or other electronic means indicating assent.
Such electronic acceptance shall constitute a legally binding agreement and shall have the same force and effect as a handwritten or electronically signed agreement.
Counterparty agrees that electronic logs, audit trails, records, timestamps, IP addresses, account credentials, workspace authentication records, and acceptance records maintained by Company may be used as valid and sufficient evidence of execution, acceptance, and enforceability of this Agreement in any administrative, arbitral, or judicial proceeding.
The Parties expressly waive any objection to the validity or enforceability of this Agreement based solely on its electronic form or method of acceptance.
