NON-DISCLOSURE AGREEMENT – Boiler Plate
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [●] (the “Effective Date”), by and between Databricks, Inc., a Delaware corporation with its principal place of business at [address] (hereinafter the “Disclosing Party”), and [Employee/Contractor Name], residing at [address] (hereinafter the “Recipient”). The Disclosing Party and the Recipient may be referred to individually as a “Party” and collectively as the “Parties.”
1. Purpose
In consideration of the Employee’s commencement or continuation of employment with the Disclosing Party, and in exchange for compensation and other benefits provided, the Parties agree that the Recipient may receive certain Confidential Information for the limited purpose of performing services in connection with employment and related business activities (the “Purpose”).
2. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” shall mean any non-public information, whether oral, written, digital, graphic, or otherwise, disclosed by the Disclosing Party to the Recipient, including but not limited to:
The Company’s portfolio of patents, patent applications, proprietary software interfaces, algorithms, and related inventions in the field of artificial intelligence and software development;
All notes, analyses, compilations, studies, source code, object code, designs, diagrams, models, prototypes, research, data, datasets, or other material in relation to the Company’s open-source and proprietary projects, including Delta Lake, MLflow, and Koalas, whether existing or created in the future;
Business strategies, technical roadmaps, customer and vendor information, financial data, pricing, employee information, marketing plans, trade secrets, and any other proprietary know-how.
Confidential Information does not include information that:
(a) is or becomes generally available to the public without breach of this Agreement;
(b) was rightfully in the Recipient’s possession prior to disclosure;
(c) is received from a third party without restriction on disclosure; or
(d) is independently developed by the Recipient without reference to the Confidential Information.
3. Obligations of Recipient
The Recipient agrees to:
(a) use the Confidential Information solely for the Purpose and not for any personal or competitive advantage;
(b) restrict disclosure of Confidential Information to only those employees, contractors, or agents of the Recipient who have a strict need-to-know and who are bound by confidentiality obligations no less restrictive than those herein;
(c) apply reasonable security measures, at least equivalent to those the Recipient applies to its own confidential information, to safeguard the Confidential Information; and
(d) not copy, reproduce, or modify Confidential Information except as reasonably required for the Purpose.
4. Permitted Disclosures by Law
If the Recipient is legally compelled (by subpoena, court order, regulatory process, or otherwise) to disclose any Confidential Information, the Recipient shall, to the extent legally permissible, promptly notify the Disclosing Party in writing prior to such disclosure so that the Disclosing Party may seek protective measures or other appropriate relief.
5. Return or Destruction
Upon the Disclosing Party’s written request, or upon termination of the Recipient’s employment or relationship with the Disclosing Party, the Recipient shall promptly return or destroy all Confidential Information, including copies in any medium, and certify in writing such return or destruction.
6. Ownership and No License
All Confidential Information remains the exclusive property of the Disclosing Party. Nothing in this Agreement grants the Recipient any rights, by license or otherwise, to the Confidential Information, except for the limited right to use it for the Purpose.
7. Duration of Obligations
The obligations of confidentiality and restricted use under this Agreement shall survive during the term of employment and for a period of five (5) years after the termination of employment. With respect to trade secrets, the obligations shall survive as long as such information remains a trade secret under applicable law.
8. Remedies
The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other rights and remedies available at law or in equity.
9. Miscellaneous
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles.
(b) Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
(c) No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of any rights hereunder.
(d) Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior understandings, whether written or oral, relating thereto.
(e) Amendments. This Agreement may only be amended by a written instrument signed by both Parties.
(f) Assignment. The Recipient may not assign or transfer this Agreement without prior written consent of the Disclosing Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
(g) Counterparts. This Agreement may be executed in counterparts, including electronically, each of which shall be deemed an original.
10. Acknowledgment
The Recipient represents that they have read and understood this Agreement, had the opportunity to seek independent legal advice, and agree to be bound by its terms as a condition of employment or continued engagement.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date.
Databricks, Inc.
By: ___________________________
Name:
Title:
Recipient:
Signature: _____________________
Name:
NON-DISCLOSURE AGREEMENT (EMPLOYEE) – Sample
This Non-Disclosure Agreement (“Agreement”) is made as of [●] [Month] [20●], by and between Databricks, Inc., a Delaware corporation with principal offices at [●] (“Company” or “Disclosing Party”), and the undersigned employee of the Company (“Employee” or “Receiving Party”) (each a “Party” and together the “Parties”).
Recitals. The Company develops and commercializes cloud data platform technologies, including its Lakehouse architecture, and sponsors open-source projects such as Delta Lake, MLflow, and Koalas. In the course of employment, Employee will receive access to non-public information belonging to the Company and its Affiliates (as defined below). The Company desires to protect such information, including present and future intellectual property and trade secrets. In consideration of employment and the mutual covenants herein, the Parties agree as follows:
1. Definitions.
1.1 Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than 50% voting equity or the power to direct management.
1.2 Confidential Information means all non-public information disclosed or made available by the Company or its Affiliates to Employee, whether before or after the Effective Date, in any form (oral, visual, written, electronic or otherwise), including without limitation: (a) the Company’s portfolio of patents and patent applications in artificial intelligence and software interfaces, invention disclosures, claims charts, prosecution strategies, prior-art analyses, and freedom-to-operate reviews; (b) notes, analyses, compilations, studies, research, documentation, tickets, design docs, roadmaps, specifications, models, PoCs, prototypes, test results, benchmarks, and performance data relating to the Company’s open-source projects, including Delta Lake, MLflow, and Koalas, as well as other projects created or yet to be created across data engineering, data science, and machine learning; (c) source code, object code, algorithms, model architectures, training data specifications, data pipelines, feature stores, evaluation harnesses, tuning and deployment methods, SDKs, APIs, schemas, data mappings, diagnostics, debugging artifacts, build systems, and internal tools; (d) business information such as strategies, pricing, forecasts, bookings, pipeline, competitive analyses, product/launch plans, GTM materials, customer lists, partner information, and contractual terms; (e) security information, including vulnerabilities, security assessments, incident reports, credentials, certificates, keys, architecture diagrams, and access controls; (f) employee and contractor information, HR processes, organizational charts, compensation bands, and performance data; (g) information the Company receives from third parties that it is obligated to keep confidential; and (h) any summaries, derivatives, extracts, or copies of the foregoing.
Clarifications. Confidential Information includes materials related to open-source projects that are not yet publicly released, internal deliberations regarding licensing, governance, or roadmap, and non-public design or operations details supporting open-source components. Confidential Information does not include: (i) information that is or becomes publicly available through no act or omission by Employee (for clarity, Company code or documentation publicly released under an open-source license is not Confidential to the extent and only after it is publicly released by the Company); (ii) information rightfully received from a third party without breach of any obligation; or (iii) information independently developed by Employee without use of or reference to the Company’s Confidential Information, as demonstrated by contemporaneous written records.
1.3 Need-to-Know means access strictly necessary for a person to perform assigned job duties for legitimate Company business.
2. Use and Access Controls.
Employee shall (a) use Confidential Information solely to perform Employee’s duties for the Company; (b) not disclose Confidential Information to any person or entity without the Company’s prior written authorization; and (c) limit access to Confidential Information only to Company employees, contractors, and agents who have a Need-to-Know and are bound by confidentiality obligations at least as protective as this Agreement. Employee shall comply with the Employee Handbook, Code of Conduct, Acceptable Use/Information Security Policies, Secure Development Standards, and Data Handling & Classification Policies (collectively, “Company Policies”), as amended from time to time, which are incorporated by reference. Unauthorized sharing through collaboration tools, personal email, messaging apps, AI assistants, or public issue trackers is prohibited unless expressly permitted in writing by the Company.
3. Compelled Disclosure (Legal Proceedings).
If Employee is required by law, regulation, subpoena, or court/governmental order to disclose Confidential Information, Employee shall promptly notify the Company in writing (to the extent legally permissible) and provide reasonable cooperation to enable the Company to seek a protective order or other appropriate remedy. If disclosure is ultimately required, Employee shall disclose only the specific portion of Confidential Information legally mandated and shall use reasonable efforts to preserve confidentiality, including requesting confidential treatment and sealed filings where available.
4. Security and Handling.
Employee shall implement and comply with appropriate administrative, technical, and physical safeguards commensurate with the sensitivity of the Confidential Information, including but not limited to: unique credentials; MFA where provided; strong passcode/device encryption; storage only on Company-approved systems; no local or removable-media copies unless expressly authorized; no forwarding to personal accounts; and adherence to data retention, logging, and monitoring requirements. Employee shall immediately report any suspected or actual unauthorized access, loss, or disclosure of Confidential Information to Security and Legal, and shall cooperate in investigations, containment, remediation, notifications, and litigation support.
5. Third-Party and Customer Information.
Confidentiality obligations extend to information belonging to customers, partners, vendors, and other third parties that the Company is obligated to protect. Employee will handle such information in accordance with this Agreement and the applicable Company Policies or contractual restrictions.
6. No License; No Reverse Engineering.
All right, title, and interest in and to Confidential Information remain with the Company or its licensors. No license or other rights are granted by disclosure. Employee shall not decompile, disassemble, or otherwise reverse engineer any prototypes, software, models, or tangible objects that embody Confidential Information except as expressly authorized in writing.
7. Return, Destruction, and Certification.
Upon the earlier of (a) Company request or (b) termination of employment for any reason, Employee shall promptly cease use of Confidential Information and return to the Company or securely destroy (as instructed) all materials containing Confidential Information, including notes, extracts, and copies, in any medium. Upon request, Employee shall provide a written certification of full return/destruction and continued compliance.
8. Duration; Trade-Secret Protection.
Obligations under this Agreement apply during employment and for five (5) years after employment ends, or until the Confidential Information enters the public domain through no fault of Employee, whichever occurs first. Trade secrets (including non-public source code, algorithms, model internals, security keys, and proprietary know-how) are protected for so long as they remain trade secrets under applicable law.
9. Public Statements; Open-Source Contributions.
Employee shall not make public statements or disclosures about Company technology, customers, roadmap, security posture, incidents, or internal processes without prior written approval from Corporate Communications/Legal. Contributions to open-source projects or public technical forums that could reveal non-public Company information require prior written approval per Company Policies. Nothing here restricts Employee from engaging in protected concerted activity or rights under applicable labor law.
10. Remedies; Equitable Relief; Tolling.
Employee acknowledges that unauthorized use or disclosure of Confidential Information would cause irreparable harm to the Company for which monetary damages are inadequate. The Company is therefore entitled to injunctive and other equitable relief, in addition to all other remedies at law or in equity. If Employee breaches confidentiality, any applicable limitations period for Company claims shall be tolled during the period of breach and until discovery.
11. Monitoring; Preservation; Litigation Hold.
Employee understands the Company may, consistent with law and Company Policies, monitor, log, and review use of Company systems and devices. Employee shall comply with legal hold instructions and preserve potentially relevant documents and data when notified by Legal.
12. No Conflicting Obligations; Residuals.
Employee represents that performance of this Agreement does not breach any obligation to a prior employer or third party. Employee shall not bring or use any third-party confidential information at the Company. Residuals. The Parties agree no residuals right is granted; Employee will not rely on unaided memory to use or disclose the Company’s Confidential Information after termination.
13. Relationship to Employment Terms and Policies.
This Agreement supplements (and does not limit) Employee’s obligations under any proprietary information and inventions assignment agreement, offer letter, and the Employee Handbook/Code of Conduct and Information Security Policies. A material breach of this Agreement constitutes misconduct and may result in disciplinary action up to and including termination for cause, and recovery of losses.
14. Miscellaneous.
14.1 Governing Law; Venue. This Agreement is governed by the laws of the State of California (without regard to conflicts rules). The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California.
14.2 Notices. Notices under Sections 3, 7, and 11 shall be in writing and effective upon (i) personal delivery; (ii) email to Legal at legal@[databricks].com (or successor address) with confirmation of transmission; or (iii) delivery by recognized overnight courier to the Company’s Legal department.
14.3 Assignment. The Company may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of assets. Employee may not assign or delegate any rights or obligations hereunder.
14.4 Severability; Waiver. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder will continue in effect. No waiver is effective unless in writing and signed by the waiving Party.
14.5 Entire Agreement; Amendments; Counterparts. This Agreement constitutes the entire agreement with respect to confidentiality between the Parties and supersedes prior understandings on that subject. Amendments must be in a writing signed by both Parties. This Agreement may be executed electronically (including via the Company’s HRIS) and in counterparts, each of which is deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
DATBRICKS, INC.
By: _______________________________ Date: ____________
Name: _____________________________
Title: ______________________________
EMPLOYEE
Name: _____________________________ Date: ____________
Signature: __________________________
