This Non-Disclosure Agreement (this “Agreement”) is entered into as of today (“Effective Date”) by and between Inigo Managing Agent Limited acting on behalf of Inigo Syndicate 1301 at Lloyd’s of 7th Floor, 1 Creechurch Ln, London EC3A 5AY, United Kingdom (“Inigo”) and you, the individual disclosing Confidential Information (as defined below) and any legal entity being represented by you (“you”).
You have indicated that you wish to participate in a possible business arrangement with Samsara, Inc. (“Samsara”) regarding your purchase and use of certain of Samsara’s products (the “Transaction”). In connection with the Transaction, Inigo may be receiving certain non-public information generated through your use of such products and provided by or on behalf of Samsara to Inigo for certain business purposes of Inigo (“Confidential Information”). “Confidential Information” shall not include information that (a) is or becomes generally known or available to the public (other than through unauthorized disclosure); (b) was known to Inigo at the time it was disclosed, other than by previous disclosure by you to Inigo; (c) is lawfully and in good faith disclosed or made available to the Inigo by a third party who did not derive it, directly or indirectly, from you and such third party is under no obligation to maintain the confidentiality of such information; or (d) is developed independently by Inigo who had no access to or knowledge of the Confidential Information, as evidenced by Inigo’s records.
Inigo shall hold all Confidential Information in strict confidence, using at least the same degree of care Inigo uses to protect its own confidential and proprietary information of like importance (and in any event not less than reasonable care). Inigo shall, without your prior written consent, not disclose the Confidential Information to any third party other than its affiliates and its and their partners, directors, officers, employees, agents, consultants, counsel, auditors, advisors, brokers, reinsurers and prospective reinsurers, vendors, service providers and their respective representatives (collectively, “Representatives”) who have been informed of the confidential and proprietary nature of the Confidential Information. You acknowledge that it may be necessary for Inigo to share theConfidential Information with certain third party vendors that Inigo has engaged to provide certain systems-based technology, including (but not limited to) Inigo’s underwriting and pricing platforms, to assist in the performance of its obligations under any (re)insurance agreement between Inigo and you. Inigo reserves the right to do so without a breach of this Agreement.
Inigo shall be permitted to disclose the Confidential Information in the event that Inigo is required by law or regulation or requested by any governmental agency or other regulatory authority or in connection with any legal proceedings. Inigo agrees that it will notify you as soon as practical in the event of any such disclosure (other than at the request of a regulatory authority), unless such notification shall be prohibited by applicable law or legal process.
The term of this Agreement shall commence on the Effective Date and shall continue for three (3) years thereafter.
All Confidential Information (including all copies thereof) shall remain at all times your property.
This Agreement shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the courts of England and Wales. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements relating thereto. This Agreement may be amended or modified only by mutual agreement of authorized representatives of the parties in writing with specific reference hereto. If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same effect as the original provision, and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
If you are not prepared to provide the information on this basis, you must return to the previous page. Your acceptance of the above terms will be indicated by clicking on the “I Agree” button below. Clicking the “I Agree” button will constitute your agreement to be bound by this Agreement.
