Mutual Non-Disclosure Agreement for the Coveo Community

This Mutual Non-Disclosure Agreement (“MNDA”) is between the individual agreeing to be bound by these terms and conditions (“Individual”) for the access and use of the Coveo Community available at https://partners.coveo.com/s/ or such successor URL as may be designated by Coveo (“Coveo Community”) and Coveo (as defined under Section 15.1) (each a “Party” and together the “Parties”).

BY ACCEPTING THIS AGREEMENT OR BY ACCESSING THE COVEO COMMUNITY, THE INDIVIDUAL AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS MNDA.

NOTWITHSTANDING THE FOREGOING, IF THE INDIVIDUAL’S EMPLOYING ENTITY HAS ENTERED INTO A SIGNED PARTNERSHIP AGREEMENT WITH COVEO, THEN SUCH INDIVIDUAL’S ACCESS TO THE COMMUNITY SHALL BE GOVERNED BY THE TERMS AND CONDITIONS IN SAID PARTNERSHIP AGREEMENT.

Whereas the Individual wishes to access the Coveo Community, which may contain information relating to products, services and business processes of Coveo and its customers (“Authorized Purpose”); and

Whereas each Party desires to protect the confidentiality of certain information that may be included in the aforesaid Coveo Community.

Now, Therefore, for and in consideration of the mutual promises contained herein, the Parties agree as follows:

1. Definitions and Interpretation. When used in this MNDA, “Information” means all technical, financial or business information, including trade secrets, techniques, data, specifications, software, programs, documentation, source codes, customer information, business plans or strategies, or other technical, financial or business information in any form, disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) before or after the Individual accessing the Coveo Community (the “Effective Date”), directly or indirectly, orally, in any written form, or in any electronically recorded form, or any information that would be reasonably understood to be confidential or proprietary given its nature and the circumstances surrounding its disclosure. Other terms are defined where they are used. The headings are for convenience of reference only and shall not affect the interpretation or meaning of this MNDA.
   
   
2. Obligations Arising from Disclosure. During the course of the discussions and analyses necessary for the Authorized Purpose, the Disclosing Party may disclose to or permit access by the Receiving Party to the Information. These disclosures will be made or permitted upon the Receiving Party’s agreement that, unless specifically authorized in writing by the Disclosing Party, it will:
   
   
   1. use the Information solely for the Authorized Purpose;
   2. hold the Information in confidence using the same degree of care with which it protects its own confidential or proprietary information of a similar nature, which shall not be less protective than a reasonable degree of care;
   3. be liable for any breach of confidentiality obligations set forth herein;
   4. not copy or duplicate the Information or knowingly allow anyone else to copy or duplicate the Information except as may be needed to facilitate the Authorized Purpose; provided that any Information copied or duplicated will remain subject to the terms and conditions of this MNDA; and
   5. promptly return to the Disclosing Party, upon its request, or certify as destroyed the Information in whatever form, including all electronic copies and notes thereof, regardless of whether the Information was made or compiled by the Receiving Party or furnished by the Disclosing Party; provided that the Receiving Party may retain archival copies or electronic backup copies of the Information insofar as same are automatically created in the ordinary course of business or in order to meet applicable professional standards or legal requirements. The Receiving Party shall ensure that any such copies and records are kept confidential until they are destroyed. Neither the return nor destruction of such documents will relieve the Receiving Party from any obligations under this MNDA.
      
      
3. Exceptions. The obligations set forth in Section 2 of this MNDA do not apply to any Information that:
   
   
   1. is or becomes generally known to the public through no act of the Receiving Party;
   2. was disclosed in good faith to the Receiving Party by a third party having legitimate possession of the Information and the right to make such disclosure;
   3. was in legitimate possession of the Receiving Party prior to its disclosure hereunder;
   4. is independently developed by the Receiving Party in the future without use of or reliance on the Information, as evidenced by appropriate records; or
   5. is approved in writing by the Disclosing Party for release or other use by Receiving Party according to the terms set out in such written approval.

   The burden of demonstrating the applicability of any of the exceptions in this Section 3 shall be upon the party seeking to rely on the exception.

   If the Receiving Party is required by law to disclose any Information, the Receiving Party may do so, provided that prior to disclosing any Information, the Receiving Party promptly, to the extent legally permitted, notifies the Disclosing Party. The Receiving Party shall reasonably cooperate with the Disclosing Party to lawfully limit and/or obtain the appropriate protective orders with respect to the portions of such Information that is the subject of any such required disclosure.

    

4. Intellectual Property. The Receiving Party acknowledges that, as between the parties hereto, the Information is proprietary to the Disclosing Party. Each Party further agrees that nothing contained in this MNDA shall be construed as granting any rights, by license or otherwise, under any intellectual property rights of or concerning any of the Disclosing Party’s Information. Coveo and its licensors retain all right, know-how, title and interest, including all intellectual property rights and trade secrets, in and to the Products, their look and feel, any related or underlying technology, and any modification or derivative work created by or for Coveo (“Coveo Technology”), and any marketing, business, financial, and technical information about the Coveo Technology or proprietary materials included or displayed in the Coveo Community.
   
   
5. No Further Warranty. Each Party warrants that it has all requisite authorization to enter into this MNDA and that it has the right to make the disclosures under this MNDA. Each Party acknowledges and understands that the other Party makes no other representation or warranty in relation to this MNDA or any of the Information disclosed hereunder, including without limitation, with respect to its adequacy, accuracy, or suitability for any purpose, and, except as expressly agreed in writing, shall not be liable for any loss or damage arising from the use of the Information howsoever caused.
   
   
6. Applicable Securities Laws. Individual acknowledges that Coveo is a reporting issuer under applicable Canadian securities laws and regulations and that Individual, by virtue of its involvement with Coveo, may become a person in a special relationship with Coveo and may have knowledge of information that has not been generally disclosed and, as a result, Individual and all persons acquiring such information from Individual are subject to applicable Canadian securities laws and regulations, in particular with respect to purchasing or selling securities of Coveo. Individual agrees to comply with its legal obligations under applicable Canadian securities laws and regulations.
   
   
7. Equitable Remedies. In the event of a breach or threatened breach of any term of this MNDA, the Parties agree that the harm suffered by the injured Party might not be compensable by monetary damages alone and, accordingly, that the injured Party shall, in addition to other available legal or equitable remedies, be entitled to seek immediate injunctive relief enjoining any breach or threatened breach of the other Party’s obligations hereunder. If the Disclosing Party incurs legal fees to enforce any rights arising out of or relating to this MNDA and prevails, the Disclosing Party shall be entitled to recover reasonable legal fees from the Receiving Party.
   
   
8. Termination and Survival. Subject to Section 2(e), this MNDA will be effective as of the Effective Date and will remain in full force and effect until the earliest of (i) the execution of any Partnership Agreement between the Individual’s employing entity and Coveo entered into after the Effective Date or (ii) the termination of this MNDA by either Party upon notice to the other Party. For Information that is a trade secret, the Receiving Party's confidentiality and non-use obligations under Section 2 shall survive the expiration or termination of this MNDA perpetually or for as long as such trade secret is considered a trade secret.
   
   
9. No Implied Obligations. Each Party acknowledges that notwithstanding the execution of this MNDA, each Party retains the sole and absolute discretion to determine what Information it will release to the other Party. Neither this MNDA, nor the disclosure or receipt of any Information, shall imply or confirm any intention to enter into any contract or other business relationship, or to purchase any product(s) or service(s), by either of the parties or any of their affiliated companies or any commitment by either of the parties or their affiliated companies with respect to the present or future development, production or distribution of any product(s) or service(s).
   
   
10. Contracting Coveo Entity and Notices. Who Individual is contracting with under this MNDA, who it should direct notices to under this MNDA, what law will apply in any lawsuit arising out of or in connection with this MNDA, and which courts have jurisdiction over any such lawsuit, depend on where Individual is domiciled.
    
    

    If individual is domiciled in :	Coveo Entity	Address for Notice	Governing Laws	Courts with Jurisdiction
    The U.S., Mexico or a country in Central or South America or the Caribbean	Coveo Software Corp., a Delaware corporation	Spaces Levi's Plaza, 1160 Battery Street East, Suites 100, San Francisco, CA 94111	California and controlling federal law	San Mateo County, California
    Canada, a Country in Asia or the Pacific region	Coveo Solutions Inc., a Canadian corporation	3175 Chemin des Quatre- Bourgeois, Suite 200 Quebec City, QC G1W 2K7, Canada	Quebec and controlling Canadian federal law	District of Quebec, Quebec
    A country in Europe, the Middle East or Africa	Coveo (Europe) B.V., a Dutch corporation	Beech Avenue 54-80 1119 PW Schiphol-Rijk, Netherlands	Netherlands	Netherlands

    
    

    This MNDA will be construed in accordance with and governed by the applicable governing laws set forth in the table above without regard to choice or conflicts of law rules. The Parties agree to submit any dispute relating to this MNDA to the exclusive jurisdiction of the applicable courts set forth in the table above without regard to conflict of laws principles and consent to personal jurisdiction and venue therein. All notices required under this MNDA shall be considered properly given if sent pursuant to the following:

    if to Individual: at the email address associated to Individual’s access to the Coveo Community, and

    if to Coveo: to the attention of “Legal” at the following email address: legal@coveo.com .
    
    

11. Assignment. This MNDA may not be assigned or transferred by either Party without the prior written consent of the other Party, except that no consent shall be required for Coveo’s assignment of this MNDA pursuant to a change of control or a merger or sale of substantially all of Coveo’s assets or outstanding stock or to a wholly-owned subsidiary or affiliate of Coveo, or to a wholly owned subsidiary or affiliate of Coveo’s controlling (50%) owner. Subject to the foregoing, this MNDA shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
    
    
12. Miscellaneous. The Parties do not intend that any agency or partnership be created between them by this MNDA. Neither Party shall issue publicity releases or make public announcements concerning this MNDA without the prior written consent of the other Party. Failure of a Party to insist upon strict adherence to any provision of this MNDA or the waiver of a breach of this MNDA shall not deprive such Party of the right to insist on strict adherence to that provision or to any other provision of this MNDA or be construed as a waiver of any subsequent breach. Should any provision of this MNDA be determined to be void, invalid or otherwise unenforceable by any court of competent jurisdiction, such determination shall not affect the remaining provisions of this MNDA which shall remain in full force and effect. This MNDA constitutes the entire agreement between the Parties with respect to the matter herein contained.
    
    
13. Updates to this Agreement. Coveo may modify the terms herein from time to time by posting a revised version on the Coveo website. The modified terms will become effective upon posting.