Buffer Inc MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement (the “Agreement”), effective as of the later of the signature dates below
(the “Effective Date”), is between Buffer Inc (“Company”), and
(“Entity”). To explore the possibility of a business relationship between Company and Entity, each party
(“Discloser”) may disclose sensitive information to the other (“Recipient”) (each a “party,” together the “parties”).
The parties agree as follows:
1. Definition. The term “Proprietary Information” means, to the extent previously, presently or subsequently
disclosed by or for Discloser to Recipient, all financial, business, legal and technical information of Discloser or any
of its affiliates, suppliers, customers and employees (including information about research, development,
operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles,
materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and
ideas, whether tangible or intangible, and including all copies, abstracts, summaries, analyses and other derivatives
thereof), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by
its nature would be understood by a reasonable person to be proprietary or confidential. Proprietary Information
shall not include any information that (a) was rightfully known to Recipient or its Representatives (as defined
below) without restriction before receipt from Discloser, (b) is rightfully disclosed to Recipient or its
Representatives without restriction by a third party, (c) is or becomes generally known to the public without
violation of this Agreement by Recipient or (d) is independently developed by Recipient or its Representatives
without access to or reliance on such information. Discloser represents and warrants to Recipient that it is
authorized to disclose any and all Proprietary Information made available to Recipient under this Agreement.
2. Restrictions. As to the other party’s Proprietary Information, Recipient agrees (a) to use the Proprietary
Information only for its consideration internally of a business relationship or transaction between the parties, and
its performance in any resulting arrangement, but not for any other purpose (the “Purpose”), (b) to maintain the
Proprietary Information as confidential, and exercise reasonable precautions to prevent any unauthorized access,
use or disclosure, (c) not to copy the Proprietary Information, (d) not to disclose the Proprietary Information to any
third party other than Recipient’s directors, officers, employees, independent contractors, advisors and agents
(collectively, “Representatives”) who (1) need to know for the Purpose, (2) are apprised of the confidential nature
of the Proprietary Information and all of the restrictions in this Agreement, and (3) have signed a written
agreement with Recipient containing confidentiality and non-use restrictions as least as protective as those of this
Agreement; provided that Recipient will be responsible for any act or omission of its Representatives that would be
a breach of this Agreement if by Recipient, (e) not to decompile, disassemble or otherwise reverse engineer any
Proprietary Information, or use any similar means to discover its underlying composition, structure, source code or
trade secrets and (f) not to export or re-export any Proprietary Information or product thereof in violation of U.S.
or other export control laws or regulations. The terms and conditions of any transaction or possible transaction
between the parties, the fact that disclosures, evaluations or discussions are taking place, and the status and
results thereof will also be held in confidence by both parties and not disclosed to any third party.
3. Compelled Disclosures. These restrictions will not prevent either party from complying with any law,
regulation, court order or other legal requirement (collectively, “Legal Requirement”) that compels disclosure of
any Proprietary Information. Recipient will promptly notify Discloser upon learning of any such legal requirement,