Playbook of Additional Terms
for Bonterms One-Way NDA

Upon notice to Recipient, Discloser may allow one or more of its Affiliates to act as a Discloser under this NDA, provided that Discloser remains responsible for compliance by its Affiliates with the terms of this NDA. “Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

Information disclosed orally or visually constitutes Confidential Information only if Discloser identifies it as “confidential” or “proprietary” at the time of disclosure or summarizes it in writing to Recipient as confidential within 30 days after disclosure.

Without limiting the foregoing, Recipient will implement and maintain industry-standard administrative, physical and technical safeguards designed to prevent unauthorized access, use, alteration or disclosure of Confidential Information.

Recipient will notify Discloser promptly (but in no event more than 48 hours) after discovering any unauthorized use, disclosure or loss of Confidential Information. Recipient will cooperate with Discloser in every reasonable way to help regain possession of such Confidential Information and prevent its further unauthorized use or disclosure.

Recipient will not, and will not permit any third party to, use any Confidential Information to train or improve any artificial intelligence, machine learning or large language model (LLM) system of any kind.

Recipient will not upload or transmit Confidential Information to any third-party artificial intelligence, machine learning or large language model (LLM) system unless Recipient first ensures that the provider of the system is subject to binding obligations that (i) prohibit the use of the Confidential Information to train or improve the system and (ii) are otherwise no less protective of Discloser than this NDA.

“or (d) it independently developed without using or referencing Confidential Information.”

Recipient may disclose Confidential Information to its employees, agents, advisors, contractors, Affiliates and other representatives having a legitimate need to know for the Purpose (“Representatives”), provided these Representatives are bound by confidentiality obligations no less protective of Discloser than this NDA and Recipient remains responsible for their compliance with this NDA. “Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

(b) promptly, but in any event within 30 days, destroy all Confidential Information in Recipient’s possession or control or return it to Discloser

As an exception to part (b), Recipient may retain Confidential Information (i) in accordance with its standard backup or record retention policies, but not for longer than 180 days, or (ii) as required by law, provided in each case that this NDA will continue to apply to the retained Confidential Information.

“Nothing in this NDA prohibits Recipient from developing products, concepts, systems or techniques that are similar to or compete with products, concepts, systems or techniques described in Confidential Information, provided Recipient does not violate any of its obligations under this NDA in connection with such development.”

In addition, if Recipient provides feedback to Discloser regarding development, improvement or operation of Discloser’s products or services, Discloser may use it without restriction or obligation. All feedback is provided “AS IS” and may not be attributed to Recipient without Recipient's prior written consent.

Notwithstanding anything to the contrary in this NDA, Recipient may use, and may permit its employees and other representatives described in Section 5.1 to use, general knowledge, skills, experience and know-how retained in those individuals’ unaided memories from exposure to Confidential Information, provided they do not intentionally memorize Confidential Information for this purpose.

Recipient may not assign this NDA without the prior approval of Discloser.

Nothing in this NDA obligates Discloser to offer employment or a consulting engagement to Recipient, or obligates Recipient to accept any such offer.