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Job Candidates Non-Disclosure Agreement

In connection with the evaluation of your application for a position at Woven by Toyota, Inc., Woven by Toyota US, Inc. or Woven by Toyota UK, Inc. (collectively “WbyT”), WbyT may disclose or otherwise grant you (“you” or “your”) access to business, technical, or other information, material, and/or ideas (“Confidential Information,” as further defined below).

In consideration of the foregoing premises and the mutual agreements set forth below, you agree to the terms of this Non-Disclosure Agreement (“Agreement”) as follows:

  1. For the purposes of this Agreement, Confidential Information shall mean:
    1. Any non-public information, whether tangible or intangible, disclosed or made available to you by WbyT, whether verbally, electronically, in writing or otherwise, including but not limited to WbyT’s business and technical information, including, among other things, technology, assets, facilities, systems, business partners, business plans, and other information that would be reasonably considered as confidential;
    2. Any communications between you and WbyT during the hiring process, including but not limited to the contents of assignments or interviews; and/or
    3. Contents of this Agreement.
    However, Confidential Information will not include information you can document (i) is in the public domain through no fault of yours; (ii) was properly known to you, without restriction, prior to disclosure by WbyT; or (iii) was properly disclosed to you by another third party lawfully in possession of such information and without breach of such third party’s obligations of confidentiality.
  2. You agree to treat Confidential Information as strictly confidential. You will not use Confidential Information for any purpose other than the purpose of your evaluation on potential employment with WbyT. You will not disclose or divulge Confidential Information to any third parties without WbyT’s consent.

    Notwithstanding the foregoing, you shall not be in breach of this Agreement if you disclose Confidential Information (i) only to the extent required by law or in response to a valid order by a court or other governmental body of competent jurisdiction; or (ii) if such disclosure was necessary to establish the relative rights of the parties to this Agreement in a legal proceeding; provided, that you promptly notify WbyT in writing of any such requirement so that WbyT may seek an appropriate protective order or other appropriate remedy or waive compliance with the confidentiality provisions of this Agreement. You agree to reasonably cooperate with WbyT so that it can seek a protective order or other appropriate remedy.
  3. Without limiting the generality of the foregoing paragraph, you are prohibited to record any interviews and/or share Confidential Information via any and all social networking services (SNS), online communities and/or bulletin-boards.
  4. The Confidential Information received from WbyT shall remain the property of WbyT. WbyT does not grant you or waive any right or license to any intellectual property rights through this Agreement.
  5. You will promptly notify WbyT of any unauthorized release, disclosure or use of Confidential Information.
  6. The terms of this Agreement will remain in effect during and after the hiring process with respect to all Confidential Information.
  7. You acknowledge that any breach of this Agreement would cause irreparable harm to WbyT for which damages are not an adequate remedy, and that WbyT shall be entitled to equitable relief in addition to all other remedies available at law.
  8. [When the location of the position you are to apply is labeled as US or UK] This agreement is construed in accordance with the laws of the State of California, the US, without regard to conflicts of law principles thereof. The state and federal courts of San Francisco County, CA will have exclusive jurisdiction over all disputes arising in connection with this Agreement. [When the location of the position you are to apply is labeled as Japan] This agreement is construed in accordance with the laws of Japan, without regard to conflicts of law principles thereof. Tokyo District Court will have exclusive jurisdiction of the first instance over all disputes arising in connection with this Agreement.
  9. This Agreement is personal to you, is non-assignable, and may be modified or waived only in writing and signed by both parties. If any provision of this Agreement is found to be unenforceable, such provision will be limited or deleted to the minimum extent necessary so that the remaining terms remain in full force and effect.