Mutual Non-Disclosure Agreement

Last Updated: September 2026

This Mutual Nondisclosure Agreement (“Agreement”) is effective as of the date last signed below (“Effective Date”) between YugabyteDB, Inc. (“Yugabyte”) and the party identified below for the purpose of exploring or carrying out a potential or existing business relationship (“Purpose”).

CONFIDENTIAL INFORMATION. “Confidential Information” means non-public information (including technical or business information, product designs or roadmaps, services, pricing, license keys, strategic marketing plans, security and compliance documentation, technology, inventions or know-how) that may be disclosed or otherwise made available by one party (“Discloser”) (whether directly or indirectly by an affiliate) on or after the Effective Date to the other party (whether directly or indirectly to an affiliate) (“Recipient”) in connection with the Purpose, in any form, that is: (1) marked or identified as “confidential” or “proprietary” at the time of disclosure; (2) should be reasonably understood as confidentiality or proprietary due to its nature and the circumstances of its disclosure. . Each party’s Confidential Information also includes the existence and the status of the parties’ discussions.
RESPONSIBILITIES REGARDING CONFIDENTIAL INFORMATION. Recipient will: (a) hold Discloser’s Confidential Information in confidence and not disclose such Confidential Information to any third party without Discloser’s prior approval, except to its Representatives (as defined below); (b) not use Discloser’s Confidential Information for any purpose except for the Purpose; (c) protect Confidential Information using at least the same precautions Recipient takes with respect to its own similar information and no less than a reasonable standard of care to prevent unauthorized disclosure or use of Discloser’s Confidential Information; (d) not disassemble or decompile any software or otherwise attempt to reverse engineer the design and function of any software, equipment, prototypes or tangible materials that embody Confidential Information; (e) not copy Confidential Information or remove any proprietary or confidentiality legends from Confidential Information; and (f) immediately notify the other party in the event of any unauthorized use or disclosure of Confidential Information.
REPRESENTATIVES. Recipient may only disclose Discloser’s Confidential Information to its own employees, consultants, affiliates and other advisors who reasonably require it to carry out their function in connection with the Purpose and are subject to confidentiality obligations at least as protective as those set forth in this Agreement (“Representatives”). Recipient is responsible for any acts or omissions of its Representatives that, if taken by Recipient, would constitute a breach of this Agreement. Upon the Discloser’s request, Recipient will promptly provide a list of all Representatives who have received Discloser’s Confidential Information.
EXCEPTIONS AND CLARIFICATIONS.
1. Recipient’s obligations under this Agreement will not apply to any Confidential Information to the extent it: (a) is now, or subsequently becomes, generally available to the public through no wrongful act or omission of Recipient or its Representatives; (b) was known, before receipt from Discloser, or becomes rightfully known to Recipient without confidentiality restrictions through disclosure from a source other than Discloser that does not owe a duty of confidentiality to Discloser with respect to such Confidential Information; or (c) is independently developed by Recipient without using any Confidential Information of Discloser.
2. Recipient may disclose Discloser’s Confidential Information to the extent required by law or regulation. Recipient will give Discloser reasonable advance notice of any such required disclosure and will limit the scope of such disclosure to the minimum required by the law or regulation. Recipient will not seek to offer any Confidential Information into evidence, and Confidential Information will not be admissible as evidence, in any judicial, arbitration, administrative or other legal proceeding for any purpose whatsoever except as may be necessary in an action for breach of this Agreement.
3. Nothing in this Agreement will restrict or limit the right of Recipient to assign personnel for any purpose or to independently develop, offer or otherwise deal in products, services, concepts, systems, or techniques that are competitive with those of Discloser so long as Recipient (or its personnel, including its Representatives) does not use Discloser’s Confidential Information or otherwise violate Recipient’s obligations under this Agreement.
4. All Confidential Information disclosed under this Agreement will remain the property of Discloser. No license or right under any intellectual property right is granted under this Agreement or by any disclosure of Confidential Information except as expressly stated in this Agreement.
WARRANTY. Discloser warrants that it has the right to disclose Confidential Information but makes no other warranties, express or implied of any kind, including any implied warranty of merchantability, or fitness for a particular purpose. CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS.
TERM AND TERMINATION. This Agreement starts on the Effective Date and expires one (1) year after the Effective Date or earlier, if either party notifies the other party in writing that it is terminating this Agreement. Either party may terminate the Agreement in writing, whereupon Recipient will stop all use and disclosure of Discloser’s Confidential Information. Regardless of any expiration or termination of this Agreement, Recipient must meet its obligations with respect to Confidential Information under this Agreement for two (2) years after receipt of that Confidential Information provided that the obligations hereunder with respect to any information that qualifies as a trade secret under applicable law (and which is identified as such by the Discloser) shall continue for the longer of two (2) years or the period of time that such information continues to be a trade secret. Upon termination of this agreement or written request of the Discloser, Recipient will promptly return to Discloser or destroy (or in the case of electronic data, use commercially reasonable efforts to delete or render practicably inaccessible by Recipient) Discloser’s Confidential Information.
MISCELLANEOUS. This Agreement: (a) constitutes the entire agreement of the parties concerning this subject matter; (b) supersedes any prior or contemporaneous written or oral agreements, understandings or representations concerning this subject matter; (c) may not be modified except by mutual written agreement of the parties; (d) is not made for the benefit of any third parties; (e) may be executed and delivered in counterparts, including by electronic means, each of which will be deemed an original; (f) may be imaged and stored electronically and introduced as evidence in any proceeding as if an original business record; and (g) is governed by the laws of the State of California, excluding its conflict of law rules. Neither party may assign this Agreement or any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other, and any such assignment or delegation will be void. Neither party shall unreasonably withhold or delay such consent; provided, however, that such written consent shall not be required if either party assigns this Agreement to a separate entity in connection with a merger, acquisition, or sale of substantially all of its assets with or to such other separate entity. Each party expressly consents (and waives any objection) to the venue and jurisdiction of the state courts of Santa Clara County, California and the federal courts located in the Northern District of California. A party’s failure to enforce any provision of this Agreement will not constitute a waiver. Notices under this Agreement must be sent in writing to the email addresses below or to such other address as a party has notified the other in writing. Both parties must comply with and obtain all authorizations required by U.S. or European Union export control laws and related regulations. No information regulated under the International Traffic in Arms (ITAR) may be exchanged under this Agreement. This Agreement does not create any agency, partnership or business relationship between the parties.