The Waypoint Nondisclosure Agreement

Version 3.0.0

Mutual Nondisclosure

Disclosing Party describes each party with respect to Confidential Information it discloses to the other party. Receiving Party describes each party with respect to Confidential Information it receives from the other party.


The parties anticipate disclosure of Confidential Information for the stated purpose (the Purpose).

Confidential Information

Categories of Confidential Information

Subject to Exclusions from Confidential Information, Confidential Information means:

Exclusions from Confidential Information

Public Information

Information that is now public is not Confidential Information. Confidential Information that becomes public, other than as a result of breach of this agreement, ceases to be Confidential Information.

Otherwise Acquired Information

Information that Receiving Party receives other than from Disclosing Party is not Confidential Information, unless the disclosure breached a confidentiality obligation to Disclosing Party that Disclosing Party made known to Receiving Party.

Independently Developed Information

Information Receiving Party develops independently is not, or ceases to be, Confidential Information of Disclosing Party. Receiving Party shall bear the burden of proving independent development using contemporaneous documentary evidence.

Confidentiality Obligations


Except as described in Permitted Disclosure or as required by law, Receiving Party shall not disclose Confidential Information to anyone.

Permitted Disclosure

Receiving Party may disclose Confidential Information to the following personnel:

Limited Use

Receiving Party shall use Confidential Information only to advance the Purpose.

Security Measures

Receiving Party shall take measures to secure materials embodying Confidential Information at least as protective as those Receiving Party employs to secure its own Confidential Information, but in any event no less than reasonable measures.

Preserve Proprietary Notices

Receiving Party shall not remove any proprietary notices attached to materials embodying Confidential Information.

No Illegal Dealing in Securities

Receiving Party shall not break securities laws by purchasing, selling, or otherwise dealing in securities of Disclosing Party on the basis of Confidential Information that is material, nonpublic information. Receiving Party shall instruct anyone to whom it discloses Confidential Information that may be material, nonpublic information not to break securities laws by dealing in securities of Disclosing Party.

No Reverse Engineering

Receiving Party shall not reverse engineer any material embodying Confidential Information.

Mitigate Legally Required Disclosure

The following obligations apply when the law requires disclosure of Confidential Information and when Receiving Party reasonably expects that the law may require disclosure of Confidential Information:

Give Notice of Required Disclosure

If legally permitted, Receiving Party shall promptly notify Disclosing Party of the nature of the requirement and the Confidential Information affected. If practical, Receiving Party shall give notice quickly enough to afford Disclosing Party a practical chance to start a proceeding to protect the confidentiality of the Confidential Information. On Disclosing Party request, Receiving Party shall cooperate with Disclosing Party in any such proceeding by providing reasonable assistance.

Reimburse Expenses of Cooperation

Disclosing Party shall reimburse Receiving Party’s reasonable out-of-pocket expenses of cooperating in any proceeding described in Give Notice of Required Disclosure.

Give Notice of Leaks

Receiving Party shall give Disclosing Party notice when Receiving Party becomes aware, suspects, or anticipates that Confidential Information has been or will be disclosed or used in breach of this agreement.

Return and Destruction

Subject to Records Policy, when this agreement terminates, Receiving Party shall promptly:

Records Policy

When this agreement terminates, if Receiving Party has a written records retention policy for the creation and scheduled destruction of archival or backup records, and only specialized Personnel can routinely access those records, then Receiving Party may retain materials embodying Confidential Information until destroyed under that policy.

Comply with Export Controls

Both parties shall comply with export and reexport laws with respect to Confidential Information.

Compliance and Oversight


No Obligation to Disclose

No terms of this agreement obligate Disclosing Party to disclose any Confidential Information.

No Obligation to Do Business

No terms of this agreement obligate either party to enter any business relationship or agreement, related to the Purpose or otherwise.

No License

No terms of this agreement grant any license for any patent, trademark, copyright, or other intellectual property.

No Warranty

Disclosing Party makes no warranty that Confidential Information will be complete or accurate.

Defend Trade Secrets Act Notice

If this agreement is governed by United States law:



This agreement will terminate automatically after the stated term, or if none is stated, after one year.

Termination by Notice

Either party may terminate this agreement early by thirty calendar days’ prior written notice to the other party.


Obligations under Confidentiality Obligations for Confidential Information disclosed during the term survive the term of this agreement as follows:

General Contract Terms

No Assignment or Delegation

Neither party may assign any right or delegate any obligation under this agreement, voluntarily or by operation of law, without the prior, signed, written consent of the other party. Any attempt to assign or delegate without consent will have no legal effect.

Dispute Resolution

The stated governing law will govern all aspects of this agreement. The parties shall bring legal proceedings related to this agreement only in the national and any national-subdivision courts located in the stated forum for disputes, or if none is stated, within the jurisdiction whose law governs this agreement. The parties consent to the exclusive jurisdiction of those courts and waive any objection that legal proceedings brought there are brought in an inconvenient forum. The parties may enforce judgments of those courts in any appropriate forum.

The parties to this agreement remain independent contractors. This agreement does not create any partnership, joint venture, agency, or similar relationship between the parties.

Written Amendments and Waivers

The parties will amend this agreement only by cosigned, written agreement. The parties will waive parts of this agreement, if at all, only by written waiver describing the specific terms waived and in what particular instance, signed by the party waiving.


The parties shall send every notice, demand, consent, request, or other communication required or allowed by this agreement:

Change of Address

Either party may change its e-mail or postal address for later communications by giving notice of a new address.


If a court decides that any part of this agreement is invalid or unenforceable for any reason but enforcing the rest of the agreement would serve the purpose of protecting Confidential Information to advance the Purpose, then the rest of this agreement will remain in force.

No Third-Party Enforcement

Only the parties may enforce rights under this agreement.

Entire Agreement

The parties intend the terms of this agreement as the final, complete, and only expression of their agreement about protection of Confidential Information exchanged to advance the Purpose.


A written or electronically signed copy of this agreement delivered by e-mail or other electronic means has the same legal effect as delivering a printed and signed original.