https://clearbit.com/_next/static/chunks/pages/legal/2024-02-20-mutual-nda-64ea04f6a4583d04.js

1!function(){try{var e="undefined"!=typeof window?window:"undefined"!=typeof global?global:"undefined"!=typeof self?self:{},t=(new e.Error).stack;t&&(e._sentryDebugIds=e._sentryDebugIds||{},e._sentryDebugIds[t]="466ada11-602b-4fe1-b379-037e4bda6c9e",e._sentryDebugIdIdentifier="sentry-dbid-466ada11-602b-4fe1-b379-037e4bda6c9e")}catch(e){}}(),(self.webpackChunk_N_E=self.webpackChunk_N_E||[]).push([[6145],{75916:(e,t,a)=>{"use strict";a.r(t),a.d(t,{default:()=>o});var n=a(37876),i=a(91668);function r(e){let t={p:"p",strong:"strong",...(0,i.R)(),...e.components};return(0,n.jsxs)(n.Fragment,{children:[(0,n.jsx)(t.p,{children:"In order to evaluate a potential business relationship between the parties (the “Business Purpose”), APIHub, Inc. dba Clearbit, a HubSpot affiliate, and the other party identified below as “Company” hereby agree to the following:"}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"1. Confidential Information."})," As used in this agreement, “Confidential Information” means information disclosed by one party, including its by affiliates, of a competitively sensitive or proprietary nature. Examples of this type of information include non-public information about products, financial statements, forecasts, know-how, data security, privacy, SOC 2 reports and related documentation, and trade secrets. Confidential Information does not include information that: (1) is now or becomes generally known or available to the public through no fault of the receiving party, (2) was known by the receiving party before receipt from the disclosing party, without any obligation of confidentiality, (3) is rightfully obtained by the receiving party from a third party, without breach of any obligation to the disclosing party, or (4) is independently developed by the receiving party."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"2. Use and Obligations."})," The receiving party may use Confidential Information only for the Business Purpose. The receiving party must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. The receiving party may share Confidential Information with its affiliates, employees, directors, agents or third party contractors who have a need to know for the Business Purpose and provided that they are bound by confidentiality obligations no less strict than this agreement. If the disclosing party requests, the receiving party will promptly return and/or permanently destroy all copies of the disclosing party’s Confidential Information and certify that it has done so."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"a. Product Evaluation Data."})," As part of the Business Purpose, Clearbit may provide to Company certain business contact, firmographic, or other data as mutually agreed between the parties (“Product Evaluation Data”). Company may only use the Product Evaluation Data for the sole and exclusive purpose of evaluating Clearbit’s products and services for purchase, through analyzing the Product Evaluation Data for Company’s business-to-business sales, marketing, and business development activities. Company may not communicate with any individuals contained within the Product Evaluation Data unless it has their consent to do so. Company may not distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any of the Product Evaluation Data to any third party. Company may not incorporate any portion of the Product Evaluation Data into Company’s products or services. Company shall permanently delete all Product Evaluation Data within 60 days of receipt and shall certify such deletion to Clearbit upon written request."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"b. Enrichment API and Services."})," To the extent Clearbit provides any enrichment data test services, Company acknowledges that, through its use of the services provided by Clearbit, including the Clearbit online platform, APIs, Product Data, and other services accessible via Clearbit’s website (“Clearbit Services”), it will transmit email addresses to Clearbit for purposes of matching, cleansing, or updating records with information from Clearbit’s database. During such transmission, Clearbit will make commercially reasonable efforts to respond to match and clean and append requests by researching and/or verifying email addresses so submitted and supplementing Clearbit’s commercial database with information Clearbit is able to verify or otherwise as needed to perform the Clearbit Services. Clearbit may al

1so use email deliverability data (such as email “bounce” data) accessible through Company’s use of Clearbit to improve the Clearbit Services by, for example, eliminating invalid email addresses from it. Company shall only provide business email addresses (emails tied to a business domain) to Clearbit for any Enrichment features. Company shall have no expectation that Clearbit can or will enrich personal email addresses (e.g., Gmail)."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"c. Usage Data."})," Clearbit may collect, use and analyze general information and data submitted to Clearbit for purposes such as research, marketing, analysis, and benchmarking, and other purposes reasonably required to develop, deliver, and provide ongoing innovation to the Clearbit Services, provided that Clearbit does not specifically identify Company or disclose any personally identifiable information in the course of collecting, using, analyzing, marketing or publishing such information or data. As between the Parties, Clearbit exclusively owns and reserves all right, title, and interest in and to the usage data."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"3. Required Disclosures."})," A party may disclose Confidential Information when compelled to do so by law if: (1) it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice, and (2) the receiving party uses reasonable efforts to limit the disclosure by means of a protective order or request for confidential treatment."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"4. No Insider Trading."})," During discussions with Clearbit, Company and its officers, directors, employees, and agents (collectively, “Company Representatives”) may be exposed to material, non-public information about Clearbit under federal or state securities laws. Company Representatives understand that they may be found to be in violation of applicable laws if they take advantage of such information. If Company Representatives are exposed to such material, nonpublic information, Company Representatives agree not to: (1) trade in Clearbit’s securities (including common stock, stock options, other Clearbit-issued securities, or derivative securities), (2) have others trade in Clearbit’s securities on the Company Representative’s behalf, (3) give trading advice of any kind about Clearbit, (4) disclose any material, nonpublic information to anyone else who might then trade, or (5) recommend to anyone that they purchase or sell Clearbit’s securities."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"5. Term and Termination."})," This agreement applies to all Confidential Information that is disclosed during the period that begins on the Effective Date and ends one (1) year thereafter. Either party may terminate this agreement upon ten (10) days prior written notice to the other party. The obligations of confidentiality set forth in this agreement will survive expiration or termination of this agreement and will remain in effect for three (3) years after expiration or termination of this agreement."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"6. No Warranties; No Obligations to Transact."})," Neither party acquires any intellectual property rights under this agreement except the limited rights necessary to use the Confidential Information for the Business Purpose according to the terms of this agreement. All Confidential Information is provided “AS-IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance. This agreement imposes no obligation to proceed with any business transaction or relationship. Nothing contained in this agreement or in the course of dealings or discussions between the parties shall be construed to prevent the receiving party without obligation to the disclosing party from acquiring, using or independently developing technology, products, software or other assets the same or similar to that of the disclosing party."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"7. Injunctive Relief."})," Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to obtain an immediate injunction against any breach or threatened breach of this agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"8. Applicable Law."})," This agreement is governed by the laws of the Commonwealth of Massachusetts, U.S.A., without reference to conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue of the courts in Boston, Massachusetts, U.S.A., for all disputes arising out of or relating to this agreement."]}),"\n",(0,n.jsxs)(t.p,{children:[(0,n.jsx)(t.strong,{children:"9. General Terms."})," This agreement is the parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements. This agreement is not, however, intended to limit any rights that the parties may have under trade secret, copyright, patent or other laws that may apply to the subject matter of this agreement both during and after the term of this agreement. In addition, if you are or become a customer and/or partner of ours, then this agreement does not apply and the confidentiality obligations will be as set forth in the customer and/or partner agreement, as applicable."]}),"\n",(0,n.jsx)(t.p,{children:"Any amendments to this agreement must be in 

1writing and agreed to by both parties. Failure to enforce any provisions of this agreement will not constitute a waiver. Each party represents and warrants to the other that it has full power and authority to enter into this agreement and that it is binding upon such party and enforceable in accordance with its terms."}),"\n",(0,n.jsx)(t.p,{children:"The Effective Date of this agreement is the date Company indicates its agreement by completing and submitting this form as indicated below."}),"\n",(0,n.jsx)(t.p,{children:(0,n.jsx)(t.strong,{children:"[Form Rev. 022262024]"})})]})}function o(){let e=arguments.length>0&&void 0!==arguments[0]?arguments[0]:{},{wrapper:t}={...(0,i.R)(),...e.components};return t?(0,n.jsx)(t,{...e,children:(0,n.jsx)(r,{...e})}):r(e)}},88268:(e,t,a)=>{(window.__NEXT_P=window.__NEXT_P||[]).push(["/legal/2024-02-20-mutual-nda",function(){return a(75916)}])},91668:(e,t,a)=>{"use strict";a.d(t,{R:()=>r});var n=a(14232);let i=n.createContext({});function r(e){let t=n.useContext(i);return n.useMemo(function(){return"function"==typeof e?e(t):{...t,...e}},[t,e])}}},e=>{e.O(0,[636,6593,8792],()=>e(e.s=88268)),_N_E=e.O()}]);