This Nondisclosure and Confidentiality Agreement (the “Agreement”) take effect with acceptance between WorldQuant Predictive Technologies Hungary Kft., a Hungarian limited liability company (the “Company”) and You (“Candidate”).
Background
1. The Company and Candidate have proposed to exchange information, which is either confidential or proprietary in nature, in connection with their consideration of a possible engagement in employment relationship (the “Employment”) between the two parties to this Agreement.
2.Each party desires to protect the confidentiality of the information it provides and to have the other party take or abstain from taking certain actions in accordance with the terms of this Agreement.
WHEREAS
The Company is in the business of designing and developing Predictive Analytics. For purposes hereof, “Predictive Analytics” shall mean creating methods, technologies and platforms for data science and advanced analytics to enable quantitative predictions that improve forecasting and enable business transformation across multiple industries. Its business involves the use of software, data, and other information that the Company regards as trade secrets and confidential in a variety of applications including, but not limited to, software development, hardware integration, computer modeling, system testing and systems engineering the Company has expended considerable resources in developing this specialized Confidential Information.
In the course of the selection process prior to the establishment of the Employment (“Selection“), the Candidate will have access to such Confidential Information. The Candidate’s use of this Information in competition with the Company or his/ her unauthorized disclosure of this Information to competitors, to potential competitors or other third parties could result in substantial damage to the Company and materially and adversely affect its competitive position.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties represent and agree as follows:
Section 1: Use and Disclosure of Confidential Information.
(a) “Confidential Information” means any and all information concerning the Company, whether in verbal, visual, written, electronic or other form, which is or will be provided by the Company to the Candidate during the Selection, together, in each case, with that portion of all notes, memoranda, summaries, analyses or compilations and other writings related thereto or based thereon prepared by the Candidate that contains such information, which is treated by the Company as confidential, especially but not limited to:
(i) names of the clients/customers;
(ii) any information in relation to ongoing projects;
(iii) any financial-related data (pricing, quotation);
(iv) any methodology used by the Company;
(v) future plans and projects of the Company;
(vi) any knowledge qualifies as the Company’s know-how;
(vii) any other type of information has not been available to the public registration and pertaining to the Company’s business or affairs;
(viii) any other information gained in the course of the Company’s Selection process that could reasonably be expected to aid the Candidate in making inferences regarding the nature of the Company’s proprietary business processes, particularly where such inferences could reasonably be expected to adversely affect the Company’s competitive position or adversely affect or impact the profitability of the Company’s businesses;
(ix) any other matters or any other material bearing or incorporating any information relating to the Company’s business, which is not generally available to the public; and
(x) the existence and content of this Agreement and any other agreement that the Parties may conclude between themselves, regardless of whether or not such information is specifically marked as “Confidential” (collectively “Confidential Information”).
(b) Notwithstanding the foregoing, “Confidential Information” does not include information which:
(i) was generally available to the public prior to disclosure by the Company to the Candidate, or becomes available to the public other than as a result of a disclosure by the Candidate which violates the terms of this Agreement;
(ii) was within the Candidate’s possession without restriction on use or disclosure prior to it being furnished to the Candidate by or on behalf of the Company; provided that, to the knowledge of the Party, the source of such information was not breaching any confidentiality obligation to the Company by providing such information;
(iii) is or becomes available to the Candidate without restriction on use or disclosure from a source other than the Company, provided that, to the knowledge of the Candidate, such source is not breaching any confidentiality obligation to the Company by providing such information; or
(iv) was or is independently developed by the Candidate without use of or reliance upon any Confidential Information.
( c ) Except as otherwise provided in this Agreement, each party agrees that it shall use the Confidential Information of the other party solely for the purpose of the Selection and shall keep the Confidential Information confidential in accordance with the terms of this Agreement, it being acknowledged and agreed that receipt and review of Confidential Information may enhance an individual’s general knowledge, experience or expertise and, accordingly, the conduct of ordinary course business operations while in possession of Confidential Information shall not constitute “use” hereunder.
(d) Except as otherwise provided in this Agreement, the Candidate shall not disclose to any third person (i) the existence of this Agreement or the fact that Confidentiality Information has been made available to it or (ii) the content or status of the discussions between the parties in conjunction with the Selection (collectively, the “Selection Information”).
(e) The Candidate shall be liable to the Company for any disclosure by him/her of (i) the Confidential Information or (ii) the Selection Information, in each case, to the extent such disclosure would be a violation of this Agreement.
(f) For the avoidance of any doubt, the Candidate shall not during the continuance of this Agreement or at any time thereafter (except as authorized by the Company and/or for the mutual business purposes of the parties):
(i) disclose, communicate or use for his/her own or for another’s purpose or benefit any Confidential Information which he/she may learn or obtain during the Selection except as required by law or that may be in or become part of the public domain other than through any act or default on your part; and
(ii) remove, transmit, copy, or reproduce in any form or by any media or device any notes, memoranda, documents, letters, memory devices, records and writing on which Confidential Information may from time to time be recorded.
Section 2: Legally Required Disclosure.
If the Candidate is requested or required (in connection with legal proceedings or by the rules of any governmental or regulatory authority having jurisdiction over the Candidate) to disclose any of the Confidential Information or the Selection Information, the Candidate shall, to the extent legally permissible, provide the Company with prompt written notice of such requirement. If the Company seeks a protective order or other remedy, the Candidate shall provide, at the Company’s sole cost and expense, such cooperation as the Company shall reasonably request. If, in the absence of a protective order or other remedy or the receipt by the Candidate of a waiver from the Company, the Candidate is required to disclose Confidential Information or Selection Information to any person, the Candidate may, without liability hereunder, disclose to such person only that portion of the Confidential Information or Selection Information which is legally required to be disclosed.
Section: 3. Return of Confidential Information.
All Confidential Information whether prepared by the Candidate or otherwise coming into his/ her possession, shall remain the exclusive property of the Company and shall not be removed from the premises of the Company without its prior consent.
At any time upon the written request of the Company, the Receiving Party shall promptly return or destroy (at the Company’s election, in its sole discretion) all Confidential Information furnished to the Candidate by the Company, including all copies and reproductions of the Confidential Information. Notwithstanding the foregoing, the Candidate (a) shall be permitted to retain copies of the Confidential Information for recordkeeping purposes and for the purpose of defending its rights and obligations hereunder and (b) shall not be required to return or destroy any computer or other electronic hardware or systems, to render any electronic data irrecoverable or to disable any existing electronic backup procedures. Notwithstanding the return or destruction of Confidential Information, the Candidate shall continue to be bound by his/her obligations hereunder for the period specified in Section 4 below.
Section 4. Term.
The obligations set forth in this Agreement shall continue until first (1st) anniversary of the date hereof.
Section 5. Relationship to Definitive Agreement.
(a) Each party agrees that no agreement on the Selection or employment involving the parties shall be deemed to exist unless and until a definitive agreement has been executed and delivered.
(b) Each party agrees that all Confidential Information which constitutes data or is derived from personal information of any person will not contain any personally-identifiable information as defined in applicable Privacy Laws (“Personal Information”) and will be anonymized such that such information can never be linked to the person who supplied such data or was the subject of such data. For purposes of this Agreement, “Privacy Laws” means all laws related to the protection, collection, use, disclosure, privacy and security of Personal Information or which regulate the creation, maintenance or usage of databases, including all applicable data privacy and data security laws and associated regulations in Hungary and including, by way of example only (and without limitation), the 2012 Act of C on the Criminal Code; the 2013 Act of V on the Civil Code; the Act 2011 of CXII on the Right of Informational Self-Determination and on Freedom of Information; data breach notification and data security laws; financial, insurance and medical and health-related privacy laws; international data protection and security laws, including but not limited to the General Data Protection Regulation 2016/679 issued by the European Commission; and analogous local, state, federal, and international data privacy and security laws, in each case, as amended or supplemented.
( c ) Each party agrees that all Confidential Information which constitutes data (i) may be stored and transferred by the Company using a third-party cloud-based computing service and (ii) may be transferred and/or accessed by offices of the Receiving Party outside of Hungary, including, without limitation, offices in the United States.
Section 6. Liability.
(a) By signing this Agreement, the Candidate acknowledges that in the event of a breach or threatened breach by the Candidate of his/her obligations under this Agreement, he/she shall pay to the Company a penalty equal to the amount of HUF 1,000,000 (in wording one million Hungarian Forints) upon the Company’s first written notice by transfer to the Company’s bank account.
(b) The Candidate acknowledges and agrees that damages alone would not be an adequate remedy to protect the Company’s interests in the event of a breach or threatened breach by the Candidate of his/her obligations under this Agreement, and that in addition to any right to damages in any such event the Company shall be entitled in injunctive relief enforcing specific performance of such obligations.
Section 7. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with the Hungarian laws, without giving effect to the conflicts of law principles thereof. Each party hereby irrevocably submits to (i) the Hungarian courts for purposes of any suit, action or other proceeding arising out of this Agreement and (ii) the venue of such suit, action or proceeding in Hungary.
(b) Each party acknowledges the competitive value and confidential nature of the Confidential Information and that irreparable damage may result to the other party if information contained therein or derived therefrom is disclosed to any person except as provided herein. Each party further agrees that money damages may not be a sufficient remedy for any breach of this Agreement by either party and that the non-breaching party may be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach. Such remedies shall not be deemed to be the exclusive remedies for a breach by either party of this Agreement but shall be in addition to all other remedies available at law or equity. In the event of litigation resulting from a breach or alleged breach of this Agreement, then the non-prevailing party shall be liable for all reasonable attorneys’ fees incurred by the prevailing party in connection with such litigation. In no event shall either party be liable for punitive, special or consequential damages hereunder.
( c ) This Agreement contains the entire agreement between the parties concerning the subject matter hereof. No provision of this Agreement may be waived or amended except by the express written consent of the parties. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. Furthermore, the terms of this Agreement shall control over any additional purported confidentiality requirements imposed by any web-based database or similar repository of Confidential Information (including, without limitation, any so-called “click-through” agreements) to which the Candidate is granted access in connection with the Selection, notwithstanding acceptance or submission of an electronic signature, “clicking” on an “I Agree” icon or other indication of assent to such additional confidentiality conditions, it being understood and agreed that Candidate’s confidentiality obligations with respect to Confidential Information are exclusively governed by this Agreement and may not be enlarged except by a written agreement that is hereafter executed by each of the parties hereto.
(d) Neither this Agreement nor any of the rights or obligations hereunder may be assigned by any party without the prior written consent of the non-assigning party; provided, however, that the Company may assign this Agreement to any subsidiary of the Company or to any purchaser of all or substantially all of the assets of the Company. Any purported assignment without such consent shall be void and unenforceable.
(e) For the convenience of the parties, this Agreement may be executed in counterparts by facsimile and/or pdf/e-mail (or other electronic means), each of which shall be deemed to be an original, and both of which taken together, shall constitute one agreement binding on both parties.
(f) The invalidity or unenforceability of any provision of this Agreement shall not impair or affect the validity or enforceability of any other provision of this Agreement unless the enforcement of such provision in such circumstances would be inequitable.
(g) The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
(h) Notwithstanding anything to the contrary herein, nothing in this Agreement shall be construed to prohibit or limit the Company’s ability to continue to operate its business in the ordinary course.
Executed as of the date of Application sent.