Non-Disclosure Agreement

QuestBridge Non-Disclosure Agreement Form

This Nondisclosure Agreement (“Agreement”), is entered into as of the date indicated in the form submission between Quest Scholars Program, Inc. (PO Box 51847, Palo Alto, California 94303) ("QuestBridge") and the below signed (“Participant").

QuestBridge provides eligible students with information and access to opportunities for college admissions, scholarships and internships, and college leadership roles, through services such as, the QuestBridge National College Match program (“QuestBridge Services”) in association with certain universities, colleges, schools, and other programs and organizations (“QuestBridge Associates”).

In order to take advantage of the QuestBridge Services, students and other people (such as students’ parents, donors, and potential donors) (“Users”) provide confidential information, including personally identifiable information such as name, mailing address, email address, education, and birthday, as well as financial and other socioeconomic information (“User Confidential Information").

QuestBridge may also disclose certain nonpublic proprietary information relating to QuestBridge’s organization, operations and business methods, the QuestBridge Services, the QuestBridge Website or the QuestBridge Associates (collectively, “QuestBridge Confidential Information”) which, together with the User Confidential Information, comprise, collectively, “Confidential Information.”

Participant has agreed to receive the Confidential Information for the sole purpose of performing their work for QuestBridge, as applicable (“Permitted Use”).

Taking into account the information above, the QuestBridge Scholars Program and the Participant agree as follows:

1. Confidentiality. Participant will hold in confidence any and all Confidential Information disclosed by QuestBridge or its Users and will exercise best efforts to maintain the secrecy of that information.

2. Non-Disclosure. Participant agrees not to disclose any Confidential Information, and not to offer for sale or otherwise dispose of any Confidential Information unless otherwise agreed to by QuestBridge in writing.

3. Legal Disclosure. In the event that a court or any other governmental entity (“Authority”) orders Participant to produce any Confidential Information, then Participant may produce only the information specifically required to be disclosed. In the event that Participant learns of such an order, Participant will immediately notify QuestBridge of the order in writing, and shall cooperate with QuestBridge if QuestBridge elects to object before the Authority regarding the disclosure.

4. Intellectual Property. The Confidential Information and any and all intellectual property rights relating to the Confidential Information are, and will remain, the sole and exclusive property of QuestBridge.

5. Copying. Participant may not copy Confidential Information in whole or in part for use other than performing work for QuestBridge. Within ten (10) days of QuestBridge’s written request, Participant will return all Confidential Information received from QuestBridge, together with all copies, recordings, summaries or other reproductions and all notes and/or other related works, or certify in writing that all such Confidential Information have been destroyed.

6. Term. This Agreement shall be effective as of the date indicated in the form submission (with retroactive application if this agreement is signed subsequent to the effective date), and shall continue so long as Participant represents QuestBridge. In addition, the obligations of the Participant to maintain strictly confidential the Confidential Information as provided above shall continue until such time, if any, when QuestBridge notifies the Participant that the Confidential Information is no longer confidential. The remainder of the terms of this Agreement shall survive in perpetuity.

7. Remedies. Participant acknowledges that unauthorized use or disclosure of the Confidential Information by Participant will cause irreparable harm to QuestBridge that monetary damages alone will not redress. QuestBridge shall be entitled to conduct an immediate and satisfactory inquiry to obtain information from Participant concerning the unauthorized disclosure and to obtain from any court of competent jurisdiction, injunctive or other equitable relief (without having to post any bond) to stop or prevent the unauthorized use or disclosure of QuestBridge’s Confidential Information. Participant agrees to immediately cooperate as necessary with QuestBridge to provide to the satisfaction of QuestBridge all facts and circumstances relating to the disclosure including but not limited to allowing QuestBridge to conduct an interview with Participant and obtain any necessary documents and other related records.

8. Governing Law. This Agreement will be interpreted under California law, notwithstanding the choice of law rules of California or any other jurisdiction. The parties consent to the exclusive jurisdiction and venue of the state courts located in Santa Clara County, California and the federal courts located in the Northern District of California to decide any and all disputes arising under this Agreement.

9. General. This Agreement constitutes the full and final understanding of the parties with respect to the Confidential Information. This Agreement replaces any other agreements, written or oral, relating to the Confidential Information. This Agreement may not be amended except by a written document expressly referring to this Agreement and signed by both parties. Any waiver of the requirements in this Agreement must be in writing. If any provision of this Agreement is found to be unenforceable, then that provision will be severed from this Agreement, and the remaining provisions will remain in full force and effect.