1. Definitions. (a) “Confidential Information”

Definitions. (a) “Confidential Information” means all information, tangible or intangible that is not generally known or publicly available, provided by the Disclosing Party directly or indirectly to the Receiving Party, and that (1) has been identified as being proprietary or confidential or (2) by the nature of the circumstances surrounding the disclosure, the Receiving Party knows (or should know) to treat as proprietary or confidential; (b) “Disclosing Party” means a party or its Representatives that disclose Confidential Information to the Receiving Party; (c) “Purpose” means a potential relationship or transaction (including renewals or lapses) between the parties or a respective affiliate; (d) “Receiving Party” means a party or its Representatives that receives Confidential Information from the Disclosing Party; (e) “Representatives” means, with respect to each party, its affiliates, and its and their respective officers, directors, agents, employees, contractors (including providers of third-party submission tools), consultants and financial and legal advisors.

2. Obligations of Confidentiality and Limited Use.

The Receiving Party agrees to: (a) hold the Disclosing Party’s Confidential Information in confidence and protect the Confidential information in the same manner it protects its own similar confidential information, but in no event with less than a reasonable degree of care; (b) only use, and disclose the Disclosing Party’s Confidential Information to those of its Representatives who have a need to know such Confidential Information in furtherance of the Purpose; (c) not create derivative works of or reverse engineer any such Confidential Information; and (d) ensure that its Representatives who have access to the Disclosing Party’s Confidential Information are bound by obligations at least as restrictive as those contained herein prior to any disclosure of such Confidential Information to such Representatives. The Receiving Party shall be responsible for any breach of the terms of this Agreement by its Representatives.

3. Exclusions.

Confidential Information does not include information that: (a) is or becomes (through no improper action or inaction by the Receiving Party or any of its Representatives) generally available to the public, or (b) was rightfully in its possession or known by the Receiving Party without confidentiality restriction prior to receipt from the Disclosing Party, (c) was rightfully disclosed to the Receiving Party by a third party without confidentiality restriction, or (d) was independently developed by the Receiving Party. A Receiving Party may disclose Confidential Information when compelled by law if the Receiving Party provides reasonable prior notice to the Disclosing Party.

4. No Grant of Rights.

Nothing herein shall be interpreted to transfer rights or grant any license to any Confidential Information or any proprietary rights (including but not limited to any trademark, patent, copyright, trade secret, or any other intellectual property right) of the Disclosing Party.

5. Handling of Confidential Information.

Upon request by the Disclosing Party, the Receiving Party will use commercially reasonable efforts to promptly destroy, delete, or return to the Disclosing Party all Confidential Information of the Disclosing Party and all copies or extracts thereof, except if retaining Confidential Information is required to comply with law or pursuant to bona fide automatic electronic backup procedures. Any Confidential Information retained shall remain subject to this Agreement.

6. No Representations or Warranties.

Confidential Information is provided “as is”, without any representation or warranty, express or implied, as to its accuracy or completeness. The parties understand that nothing herein requires either party to proceed with any transaction or relationship.

7. Remedies.

The parties agree that money damages alone would not be a sufficient remedy for any breach of this Agreement, thereby the Disclosing Party may seek injunctive relief (without posting bond), in addition to all other remedies available at law or in equity.

8. Governing Law.

This Agreement shall be governed by the laws of the State of New York (if in the U.S.) or in accordance with Appendix 1 for non-U.S. prospects, without regard to the conflicts of law rules and bind and inure to the benefit of the parties hereto and their successors.

9. Entire Agreement/Severability.

This Agreement sets forth the parties’ entire agreement on this topic and supersedes all prior agreements or understandings of the parties (including any click-through/online terms required by Prospective Party’s third-party submission tools or online portal). No waiver or modification of this Agreement will be valid unless in writing and signed by the parties. If any of the provisions of this Agreement are held by a court or tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, then those provisions shall be severed or limited to the minimum extent needed for the remainder of the agreement to remain in full force and effect.

10. Term and Termination.

This Agreement shall continue until terminated by either party upon thirty (30) days’ prior written notice. If the parties execute a contract related to the Purpose, this Agreement shall apply only to Confidential Information exchanged prior to execution of such contract. The rights and obligations herein relating to such Confidential Information shall survive for a period of five (5) years from the effective date of termination, except in the case of trade secrets for which the obligations of confidentiality shall survive as long as the information remains trade secret under law.

11. Notices.

Notices pursuant to this Agreement shall be delivered to legal@workday.com.