Non-Disclosure Agreement

1.              Purpose

Company provides a service that optimizes knowledge bases and in connection with such Service, Discloser may disclose to Company certain closed ticket information from Discloser’s service management system that Discloser desires Company to treat as confidential.

2.              Confidential Information

A.             Definition.  “Confidential Information” means any disclosed closed ticket information from Discloser’s service management system, disclosed by Discloser to Company, in connection with accessing or making use of the Service.

B.             Compelled Disclosure.  If Company becomes legally compelled to disclose any Confidential Information, or if Company’s legal counsel determines that such disclosure is legally required, in each case other than pursuant to a confidentiality agreement, Company will provide Discloser prompt written notice, if legally permissible, so that Discloser may seek a protective order, seek another appropriate remedy, or waive Company’s compliance with this Agreement.  If Discloser waives Company’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Company will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

3.              Non-use and Non-Disclosure

Company is expressly permitted to make copies of the Confidential Information as reasonably necessary for purposes of providing the Service. Company agrees not to disclose any Confidential Information of Discloser to third parties, except to those third parties who are required to have the information in order to evaluate or engage in discussions concerning the Service and who are bound by non-use and non-disclosure obligations consistent with the provisions hereof.

4.              Maintenance of Confidentiality

Company agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure of the Confidential Information of Discloser.  Without limiting the foregoing, Company shall take at least those measures that it employs to protect its own confidential information.

5.              No Obligation

Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Service.

6.              No License

Nothing in this Agreement is intended to grant any rights to Company under any patent, mask work right or copyright of Discloser, nor shall this Agreement grant Company any rights in or to Confidential Information except as expressly set forth in this Agreement.

7.              Term

The obligations of Company hereunder shall terminate three (3) years after the Effective Date.

8.              Residual Information

Subject to Article 6 hereof, Company may use and exploit Residuals for any purpose without breach of its confidentiality obligations hereunder.  As used herein, “Residuals” shall mean ideas, know-how, techniques, information and understandings retained in the unaided memory of Company’s employees as a result of their review, evaluation and/or testing of the Confidential Information of Discloser.

9.              Miscellaneous

This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.  Company may assign this Agreement in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of the assets to which this Agreement pertains; provided that Company provides prompt written notice to Discloser of any such permitted assignment.  This Agreement will be interpreted and construed in accordance with the laws of the State of California, without regard to conflict of law principles.  This Agreement contains the entire agreement between the Parties with respect to the Service and supersedes all prior written and oral agreements between the Parties regarding the Service, and Company shall not have any obligation, express or implied by law, with respect to trade secret or proprietary information of Discloser disclosed under this Agreement except as set forth herein. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.  No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective.  A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement.  No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement.  The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement.  This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.

10.           Disputes

All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of and venue in the federal and state courts located in Los Angeles County, California, and you hereby consent to the personal jurisdiction and venue of these courts.

IMPORTANT: BY CLICKING “I AGREE,” YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HEREBY AGREE TO BE BOUND BY THE TERMS HEREOF. IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT US AT support@kaleosoftware.com PRIOR TO AGREEING TO THE TERMS OF THIS AGREEMENT.

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