Non-Disclosure Agreement - Data Centre Visit rev.1

GOOGLE CONFIDENTIAL/PROPRIETARY Non-Disclosure Agreement Data Center Visit This Non-Disclosure Agreement (“Agreement”) is effective on the date appearing below next to your signature and is entered between Google Inc., for itself and its subsidiaries and affiliates (“Google”), and you, for yourself personally, and on behalf of any company you represent at the time this Agreement is signed (hereinafter individually or collectively referred to as “you” or “your”). You may have access to or receive certain information that is confidential or proprietary to Google concerning its business or technology (“Confidential Information” as defined below in Section 1) while you are visiting Google’s data center facilities (“Facilities”). You agree to abide by the terms of this Agreement regarding maintaining the confidentiality of any Confidential Information that you may have access to or receive.

1. “Confidential Information” includes, but is not limited to, all tangible, intangible, visual, or electronic information constituting: (a) trade secrets; (b) financial information, including pricing; (c) technical information, including research, development, procedures, algorithms, data, designs, and know-how; (d) business information, including operations, planning, marketing interests, and products; (e) the terms of any Agreements and the discussions negotiations and proposals related to any Agreement; and (f) any information gathered during any Facilities visits or tours.

2. You will use the Confidential Information only for the purpose of evaluating a potential business relationship or performing work requested by Google (the “Purpose”). You will use the same degree of care, but no less than a reasonable degree of care, as you use with respect to your own similar information to protect the Confidential Information and to prevent: (a) any use of Confidential Information not authorized in this Agreement, and (b) dissemination of Confidential Information to any third party. You have no obligation with respect to Confidential Information that: (a) was known to you before receipt from Google, as evidenced by your files and records in existence before the time of disclosure; (b) is or becomes publicly available through no fault of yours; (c) is rightfully received by you from a third party without a duty of confidentiality: (d) Google discloses to a third party without a duty of confidentiality on the third party; or (e) you disclose with Google’s prior written approval. If a law, court order, or government authority or demand requires that you disclose Confidential Information you must immediately notify Google of that requirement.

3. THE GOOGLE FACILITIES CONTAIN VALUABLE INTELLECTUAL PROPERTY AND TRADE SECRETS. GOOGLE VIGOROUSLY PROTECTS ITS INTELLECTUAL PROPERTY RIGHTS AND NO PARTY ACQUIRES ANY INTELLECTUAL PROPERTY RIGHTS UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO PATENT, COPYRIGHT, AND TRADEMARK RIGHTS.

4. You acknowledge and understand that hardware, technology, source code, and software to which you may have access or which are disclosed to you as a result of your visit to Google or otherwise may be subject to U.S export control laws and regulations. You hereby certify that you will not – directly or indirectly – sell, export, reexport, transfer, divert or otherwise dispose of any hardware, software, source code, or technology (including products derived from or based on such technology or software) received from Google to any county (or national thereof) without obtaining prior authorization from Google and the appropriate government authorities.

5. This Agreement shall remain in effect until such time as all Confidential Information of Google disclosed hereunder becomes publicly known and made generally available through no action or inaction of yours.

6. You agree not to do any of the following, except with the advanced review and written approval of Google:

(a) make any sound recordings, take any photographs or make any movies, copies or reproductive images (in any medium) of anything at the Facilities; (b) run tents or take samples of anything going on at the Facilities; (b) remove any Google property from the Facilities; (c) make copies of images of anything written or digital that embodies Confidential Information; (d) release any articles, advertising, publicly or announcement relating to this Agreement (including, the fact that a visit of the Facilities or a meeting with Google took place; or mentioning or implying the name of Google or otherwise communicate, indicate or suggest to any third party the existence of any such visit or negotiation between yourself and Google regarding the visit or the Purpose. Upon Google’s written request, you will promptly return all Confidential Information received from Google, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.

7. Google does not wish to receive any information from you that is confidential or proprietary, and Google assumes no obligation, either express or implied, for any information disclosed by you unless such information is covered under a separate nondisclosure Agreement with you signed by Google. Furthermore, this Agreement imposes no obligation on Google to exchange Confidential Information, to proceed with any business opportunity, or to purchase, sell, licence, transfer or otherwise make use of any technology, services or products. This Agreement does not create any agency or partnership relationship.

8. The personally identifiable information Google receives from you when you complete and sign this Agreement is collected and processed by Google for a limited time only and for the sole purpose of routine record purposes associated with this Agreement.

9. In the event of improper disclosure of Confidential Information by you or through your fault, Google is entitles to damages and all other remedies available to it, including obtaining a preliminary injunction. This Agreement is governed by the laws of the Finland, without reference to conflict of laws principles. The exclusive venue for any dispute relating to this Agreement shall be the court of Helsinki, Finland.

10. You acknowledge that: (i) you have read and reviewed the Rules and Regulations and the Security Procedures (the “Data Center Rules”) of the Facilities; (ii) any questions, comments or issues pertaining to the Data Center Rules have been addressed, and (iii) you agree to comply with and be bound by the Data Center Rules.

11. You understand and agree that Google is the sole judge and interpreter of the Data Center Rules, and you agree to hold Google and its affiliates and any of Google or its affiliates officers, directors, managers, employees, and agents harmless for and from any damages arising out of the interpretation and enforcement of the Data Center Rules.

12. You understand and agree that Google reserves the right to exclude anyone from any of its Facilities, with or without cause or notice. If requested to leave any of the Facilities for any reason, you agree to go peacefully and immediately. You agree to hold Google and its affiliates officers, directors, managers, employees, agents, contractors, and subcontractors harmless for you from any damages arising out of your removal or the removal of your possessions from any of the Facilities.

13. You understand and acknowledge that by entering any of the Facilities, you do so at your own risk and agree to hold Google and its affiliates and any of its affiliates officers, directors, managers, employees, agents, contractors, and subcontractors harmless for and from any injury of damages arising out of the use of any of the Facilities or your presence in any of the Facilities. You further understand and acknowledge that such a risk of loss includes personal injury or death, or damage to personal property.

14. You understand and acknowledge that: (i) you may be subject to constant surveillance while at any of the Facilities; (ii) all surveillance records shall becomes Google’s property: (iii) you herby waive any right to such recordings; and (iv) Google does not undertake any duty or obligation to preserve any such recordings.

15. By attempting to enter any of the Facilities, you consent to reasonable search of your possessions and your person and agree to hold Google and its affiliates and any of Google or its affiliates; officers, directors, managers, employees, agents, contractors, and subcontractors harmless for and from any injury or damages arising out of such search, even if unreasonable.

16. This constitutes the entire Agreement between you and Google with respect to the subject matter hereof, and superseded all prior oral or written Agreements. All additions or modifications to this Agreement must be made in writing and must be signed by both Google and you. Any failure to enforce a provision of this Agreement shall not constitute a waiver thereof or any other provisions. This Agreement will not be assignable or transferable by you without the prior written consent of Google.

IN ADDITION, BY SIGNING BELOW, YOU CERTIFY THAT YOU ARE NOT A CITIZEN OF CUBA, IRAN, NORTHE KOREA, SUDAN, OR SYRIA.