HCL Confidential Disclosure Agreement

By using developer.bigfix.com, you may be subject to and, if so, will comply with the terms of the Confidentiality Agreement relating to HCL disclosures set forth below.

This Confidentiality Agreement ("Agreement") provides protection for confidential information ("Confidential Information") provided by International Business Machines Corporation or its affiliates (together, "HCL") in a community or other component on developer.bigfix.com ("Site"). By accessing and using the Site, you agree the following terms will apply when HCL discloses Confidential Information to you ("Recipient") in a community or other component.

This Agreement pertains solely to disclosures by HCL of Confidential Information in a community or other component on the Site. Disclosures outside of the Site may be subject to additional or other confidentiality agreements, and this Agreement does not supersede or otherwise affect any such other confidentiality agreements.

For five(5) years after the date of disclosure, the Recipient will: i) use the same care and discretion to avoid disclosure of HCL's Confidential Information as the Recipient uses with its own similar information which it does not wish to disclose; and ii) use HCL's Confidential Information only for the benefit of HCL.

The Recipient may disclose Confidential Information to: i) its employees and employees of its parent and majority owned affiliates who have a need to know; and ii) any other party with HCL's prior written consent. Before disclosure to any of the above parties, the Recipient must have an appropriate agreement with such party sufficient to require that party to treat Confidential Information in accordance with this Agreement. The Recipient may disclose Confidential Information to the extent required by law, but must give HCL reasonable prior notice to allow HCL a reasonable opportunity to obtain a protective order. No obligation under this Agreement will apply to Confidential Information that is: i) already in Recipient's possession or received by Recipient without a non-disclosure obligation; ii) developed independently by Recipient; or iii) publicly available when received, or thereafter becomes publicly available through no fault of the Recipient.

This Agreement does not require HCL to disclose Confidential Information. Recipient may not assign or otherwise transfer its rights or delegate its duties or obligations under this Agreement without the prior written consent of HCL. Only a written agreement signed by both of us can modify this Agreement. Either of us may terminate this Agreement by providing one month's written notice to the other. Any provisions of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to our respective successors and authorized assigns. This Agreement is governed by the laws of the State of New York. Each party hereby agrees to waive its rights to a jury trial. This Agreement and the Terms of Use for the Site are the complete and exclusive agreement regarding our disclosures of Confidential Information on the Site. Neither this Agreement nor any disclosure of Confidential Information hereunder grants the Recipient any right or license under any trademark, copyright or patent now or hereafter owned or controlled by HCL. HCL PROVIDES CONFIDENTIAL INFORMATION SOLELY ON AN "AS IS" BASIS.

Any information or materials disclosed by Recipient to HCL will be deemed non-confidential and HCL may use and disclose such information and materials on an unrestricted basis without notice or compensation to you.