It's not that unusual for non-disclosure agreements to include a provision that the agreement itself is not to be disclosed. But one expects more of Google, an internet giant which at least preaches virtue. Visitors to the search engine company's Mountain View campus are automatically given a non-disclosure agreement upon arrival. The NDA, republished after the jump, contains this particularly Orwellian prohibition.
Participant agrees not to do the following, except with the advanced review and written approval of Google: issue or release any articles, advertising, publicity or other matter relating to this Agreement (including the fact that a meeting or discussion has taken place between the parties) or mentioning or implying the name of Google.
This Non-Disclosure Agreement ("Agreement") is made and entered
into between Google Inc., for itself and its subsidiaries and affiliates
("Google"), and "Participant" identified below, individually referred to as
a "Party" and collectively referred to as the "Parties". The Parties wish to
exchange Confidential Information (as defined below in Section 2) for
the following purpose(s): evaluating a potential employment opportunity
with Google (the "Purpose"). The Parties have entered into this
Agreement to assure that the confidentiality of such information is
maintained, in accordance with the following terms of this Agreement:
1. The Effective Date of this Agreement is _____________________.
2. Google may disclose certain information under this Agreement it
considers confidential and/or proprietary concerning Google's
business and/or technology ("Confidential Information") including,
but not limited to, all tangible, intangible, visual, electronic, present,
or future information such as: (a) trade secrets; (b) financial
information, including pricing; (c) technical information, including
research, development, procedures, algorithms, data, designs, and
know-how; (d) business information, including operations, planning,
marketing interests, and products; (e) the terms of any agreement
and the discussions, negotiations and proposals related to any
agreement; and (f) information acquired during any facilities tours.
3. Participant will use the Confidential Information only for the Purpose
described above. Participant will use the same degree of care, but
no less than a reasonable degree of care, as Participant uses with
respect to its own similar information to protect the Confidential
Information and to prevent: (a) any use of Confidential Information
not authorized in this Agreement; and/or (b) communication of
Confidential Information to any unauthorized third party.
Confidential Information may only be disseminated to employees,
directors, agents or third party contractors of Participant with a need
to know and who have first signed an agreement with Google
containing confidentiality provisions substantially similar to those set
forth herein ("Authorized Personnel"). Participant shall ensure
compliance by Authorized Personnel with the terms and conditions
of this Agreement, and shall be responsible for any breach of such
terms and conditions by any Authorized Personnel.
4. Participant agrees not to do the following, except with the advanced
review and written approval of Google: (a) issue or release any
articles, advertising, publicity or other matter relating to this
Agreement (including the fact that a meeting or discussion has
taken place between the parties) or mentioning or implying the
name of Google; (b) make copies of documents containing
Confidential Information; or (c) reverse engineer, disassemble,
decompile, translate, or attempt to discover any prototypes,
software, algorithms, or underlying ideas which embody Google's
5. This Agreement imposes no obligation upon Participant with respect
to Confidential Information that: (a) was known to Participant before
receipt from Google, as evidenced by Participant's files and records
in existence before the time of disclosure; (b) is or becomes publicly
available through no fault of Participant; (c) is rightfully received by
Participant from a third party without a duty of confidentiality; (d) is
disclosed by Google to a third party without a duty of confidentiality
on the third party; or (e) is disclosed by Participant with Google's
prior written approval. If Confidential Information is required to be
produced by law, court order, or other governmental demand
("Process"), Participant must immediately notify Google of that
obligation. Participant will not produce or disclose Confidential
Information in response to such Process unless Google has (i)
requested protection from the court or other legal or governmental
authority requiring the Process and such request has been denied,
or (ii) consented in writing to the production or disclosure of the
Confidential Information in response to the Process. Nothing in this
Agreement shall prohibit or limit either party's use or disclosure of
the U.S. Federal income tax treatment and U.S. Federal income
tax structure of any transaction contemplated by this Agreement
and all materials of any kind (including opinions or other tax
analyses) that are provided to it relating to such tax treatment or
tax structure, except where confidentiality is necessary to comply
with applicable federal or state securities laws.
6. ALL CONFIDENTIAL INFORMATION CONTAINED HEREIN IS
PROVIDED "AS IS". NO OTHER WARRANTIES ARE MADE,
EXPRESS OR IMPLIED.
7. Google does not wish to receive any confidential information from
Participant, and Google assumes no obligation, either express or
implied, for any information disclosed by Participant.
8. This Agreement shall remain in effect until such time as all
Confidential Information of Google disclosed hereunder becomes
publicly known and made generally available through no action or
inaction of Participant.
9. Participant, upon Google's written request, will promptly return all
Confidential Information received from Google, together with all
copies, or certify in writing that all such Confidential Information
and copies thereof have been destroyed.
10. This Agreement imposes no obligation on Google to exchange
Confidential Information, to proceed with the business opportunity,
or to purchase, sell, license, transfer or otherwise make use of any
technology, services or products.
11. No Party acquires any intellectual property rights under this
Agreement (including but not limited to patent, copyright, and
trademark rights) except the limited rights necessary to carry out
the purposes as set forth in this Agreement.
12. Participant acknowledges that damages for improper disclosure of
Confidential Information may be irreparable; therefore, Google is
entitled to seek equitable relief, including injunction and preliminary
injunction, in addition to all other remedies.
13. This Agreement does not create any agency or partnership
relationship. This Agreement will not be assignable or transferable
by Participant without the prior written consent of Google.
14. This constitutes the entire agreement between the parties with
respect to the subject matter hereof, and supersedes any prior oral
or written agreements. All additions or modifications to this
Agreement must be made in writing and must be signed by all
Parties. Any failure to enforce a provision of this Agreement shall
not constitute a waiver thereof or of any other provision.
15. This Agreement may be executed in two or more identical
counterparts, each of which shall be deemed to be an original and
all of which taken together shall be deemed to constitute the
agreement when a duly authorized representative of each party
has signed the counterpart.
16. This Agreement shall be governed by the laws of the State of
California, without reference to conflict of laws principles. The
exclusive venue for any dispute relating to this Agreement shall be
in the state or federal courts within Santa Clara County, California.