Professional Documents
Culture Documents
14th July 2022
14th July 2022
This Non-Disclosure Agreement (this “Agreement”) is entered into between Ethos Technologies
Inc., a Delaware corporation (the “Company”) and the recipient named on the signature page hereto (the
“Recipient”) as of 14th July 2022 (the “Effective Date”), to protect the confidentiality of certain
confidential information of the Company to be disclosed to the Recipient solely for use in evaluating or
pursuing a possible employment relationship with the Company (the “Permitted Use”).
1. As used herein, “Confidential Information” will mean any and all technical and non-technical
information provided by the Company to the Recipient, which may include without limitation information
regarding: (a) patent and patent applications; (b) trade secrets; (c) proprietary and confidential information,
ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes,
apparatuses, equipment, algorithms, software programs, software source documents, and formulae related
to the current, future, and proposed products and services of the Company, including without limitation the
Company’s information concerning research, experimental work, development, design details and
specifications, engineering, financial and accounting information, procurement requirements, purchasing,
manufacturing, customer lists, vendor lists, investors, employees, business and contractual relationships
(including, without limitation, discussions pursuant to this Agreement and any proposed or agreed terms
related to any proposed subsequent agreement), business forecasts, sales and merchandising, marketing
plans and information the Company provides regarding third parties; (d) Company’s customer information
and data; and (e) all other information that the Recipient knew, or reasonably should have known, was the
Confidential Information of the Company.
2. Subject to Section 3, the Recipient agrees that at all times and notwithstanding any termination or
expiration of this Agreement it will hold in strict confidence and not disclose to any third party any
Confidential Information, except as approved in writing by the Company, and will use the Confidential
Information for no purpose other than the Permitted Use. The Recipient will also protect such Confidential
Information with at least the same degree of care that the Recipient uses to protect its own Confidential
Information, but in no case, less than reasonable care. The Recipient will limit access to the Confidential
Information to only those of its employees or authorized representatives having a need to know and who
have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations
at least as restrictive as those contained herein.
3. The Recipient will not have any obligations under this Agreement with respect to a specific portion
of the Confidential Information if the Recipient can demonstrate with competent evidence that such
Confidential Information:
(a) was in the public domain at the time it was disclosed to the Recipient;
(b) entered the public domain subsequent to the time it was disclosed to the Recipient, through
no fault of the Recipient;
(c) was in the Recipient’s possession free of any obligation of confidence at the time it was
disclosed to the Recipient;
(d) was rightfully communicated to the Recipient free of any obligation of confidence
subsequent to the time it was disclosed to the Recipient; or
(e) was developed by employees or agents of the Recipient who had no access to any
Confidential Information.
1.
4. Notwithstanding the above, the Recipient may disclose certain Confidential Information, without
violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a
court or other governmental body having jurisdiction, provided that the Recipient provides the Company
with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist
the Company in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the
Confidential Information so disclosed be used only for the purposes for which the law or regulation
required, or for which the order was issued.
5. The Recipient will immediately notify the Company in the event of any loss or unauthorized
disclosure of any Confidential Information.
6. Upon termination or expiration of this Agreement, or at any time upon written request of the
Company, the Recipient will promptly return to the Company all documents and other tangible materials
representing any Confidential Information and all copies thereof, and Recipient will fully and completely
delete, destroy and purge all digital copies of any Confidential Information from its systems, servers, and
any storage device (including any laptop hard drives), and Recipient will provide the Company with a
signed certificate confirming such return and deletion have been completed.
7. Confidential Information is and will remain the sole property of the Company. The Recipient
recognizes and agrees that nothing contained in this Agreement will be construed as granting any property
rights, by license or otherwise, to any Confidential Information disclosed under this Agreement, or to any
invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may
issue, based on such Confidential Information. The Recipient will not make, have made, use or sell for any
purpose any product or other item using, incorporating or derived from any Confidential Information.
Neither this Agreement nor the disclosure of any Confidential Information hereunder will result in any
obligation on the part of either party to enter into any further agreement with the other, license any products
or services to the other, or to require the Company to disclose any particular Confidential Information.
Nothing in this Agreement creates or will be deemed to create any employment, joint venture, or agency
between the parties.
8. Confidential Information will not be reproduced in any form except as required to accomplish the
intent of this Agreement. Any reproduction of any Confidential Information will remain the property of the
Company and will contain any and all confidential or proprietary notices or legends that appear on the
original, unless otherwise authorized in writing by the Company.
9. This Agreement will terminate five years after the Effective Date, or may be terminated by either
party at any time upon 30 days written notice to the other party. The Recipient’s obligations under this
Agreement will survive termination of this Agreement and will be binding upon the Recipient’s heirs,
successors, and assigns. The Recipient’s obligations with respect to all Confidential Information will
terminate only pursuant to Section 3.
11. The Recipient agrees that the Company reserves the right to record any interviews that may take
place between the parties, and that any such recordings may be used by the Company in connection with
the Permitted Use and/or training purposes.
2.
12. This Agreement and any action related thereto will be governed, controlled, interpreted, and
defined by and under the laws of the State of Texas, without giving effect to any conflicts of laws principles
that require the application of the law of a different state. Any disputes under this Agreement may be
brought in the state courts and the Federal courts for the county in which Company’s principal place of
business is located, and the parties hereby consent to the personal jurisdiction and exclusive venue of these
courts. This Agreement may not be amended except by a writing signed by both parties.
13. The Recipient hereby agrees that its breach of this Agreement will cause irreparable damage to the
Company for which recovery of damages would be inadequate, and that the Company will be entitled to
obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a
court of competent jurisdiction. Further, the Recipient will indemnify the Company for any and all losses,
liabilities, costs, claims, fees, and/or fines (including reasonable attorneys’ fees) arising under or in any
way related to any breach of the terms of this Agreement by Recipient.
14. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid,
such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and,
in such event, such provision will be changed and interpreted so as to best accomplish the objectives of
such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a
waiver of any other provision or of such provision on any other occasion.
15. The Recipient will not assign or transfer any rights or obligations under this Agreement without
the prior written consent of the Company and any attempted assignment, subcontract, delegation, or transfer
in violation of the foregoing will be null and void.
16. The Recipient will not export, directly or indirectly, any U.S. technical data acquired pursuant to
this Agreement, or any products utilizing such data, in violation of the United States export laws or
regulations.
17. All notices or reports permitted or required under this Agreement will be in writing and will be
delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail,
return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the
mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses
set forth at the end of this Agreement or such other address as either party may specify in writing.
18. The Recipient agrees that the software programs of the Company contain valuable confidential
information and agrees that it will not modify, reverse engineer, decompile, create other works from, or
disassemble any software programs contained in the Confidential Information without the prior written
consent of the Company.
19. This Agreement is the final, complete and exclusive agreement of the parties with respect to the
subject matters hereof and supersedes and merges all prior discussions between the parties with respect to
such matters. No modification of or amendment to this Agreement will be effective unless in writing and
signed by the party to be charged.
20. This Agreement may be executed in two or more counterparts, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. Counterparts may be
delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other
3.
transmission method and any counterpart so delivered will be deemed to have been duly and validly
delivered and be valid and effective for all purposes.
4.
The parties have executed this Non-Disclosure Agreement as of the Effective Date.
COMPANY: RECIPIENT:
Address: 5001 Plaza on the Lake, Ste 305 Address: HG1, DSR Green Vista, Whitefield, Bengaluru - 5
Austin, TX 78746