Trust at SugarCRM

This Non-Disclosure Agreement (this “Agreement”) is a binding contract between you (“you,” or “Recipient”) and SugarCRM Inc. (“Sugar”). This Agreement governs your access to and review of Sugar’s SOC 2 Type II report (the “Report”).

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW (THE “EFFECTIVE DATE”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU CERTIFY THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU AGREE TO THESE TERMS, PLEASE SELECT THE “I AGREE” BUTTON BELOW. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE REPORT.

If you are a current direct Sugar customer with an active master subscription agreement, or you entered into a written mutual non-disclosure agreement with Sugar that is currently active, then the terms of the applicable master subscription agreement or non-disclosure agreement will supersede, govern, and control.

Sugar agrees to allow Recipient access to the Report on the condition that Recipient reads, understands, and agrees to all of the following:

1. “Affiliates” means a business entity now or hereafter controlled by, controlling or under common control with a party. “Control” exists when an entity owns or controls directly or indirectly 50% or more of the outstanding equity representing the right to vote for the election of directors or other managing authority of another entity.
2. The Report is Sugar’s proprietary and confidential information. Sugar may disclose to Recipient, or Recipient may otherwise receive access to, the Report. Recipient will use the Report solely for the purpose of Recipient’s internal examination of Sugar’s controls relevant to security. Recipient will not disclose or permit access to the Report other than to its Affiliates and their respective directors, officers, employees, consultants, contractors, and agents (collectively, “Representatives”) who: (a) have a need to know or access the Report; (b) know of the existence and terms of this Agreement; (c) are directed to protect the Report from unauthorized use and disclosure; and (d) are bound by a written confidentiality agreement or confidentiality obligations no less protective of the Report than the terms contained herein. Recipient will safeguard the Report from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its most sensitive information and no less than a reasonable degree of care. Recipient will promptly notify Sugar of any unauthorized use or disclosure of the Report and take all steps to prevent further use or disclosure. Recipient will be responsible for any breach of this Agreement caused by its Representatives.
3. If Recipient or any of its Representatives is required by a valid legal order to disclose the Report, Recipient will, before such disclosure, notify Sugar of such requirements so that Sugar may seek a protective order or other remedy, and Recipient will reasonably assist Sugar therewith. If Recipient remains legally compelled to make such disclosure, it will: (a) only disclose that portion of the Report that, in the written opinion of its legal counsel, Recipient is required to disclose; and (b) use reasonable efforts to ensure that the Report is afforded confidential treatment.
4. On the expiration of this Agreement or otherwise at Sugar’s request, Recipient will promptly destroy the Report in its and its Representatives’ possession and certify in writing to Sugar the destruction of the Report.
5. Sugar has no obligation under this Agreement to disclose the Report. The Report is provided “AS IS” and without any warranty, express, implied or otherwise, regarding the Report’s accuracy or performance, and Sugar will have no liability to Recipient or any other person relating to Recipient’s use of any of the Report or any errors therein or omissions therefrom. Sugar does not grant any rights or licenses, by implication or otherwise, to any of its copyrights, patents, trademarks, or trade secrets or under any of its copyright, patent, or trademark applications because of its disclosure of the Report to Recipient.
6. Recipient (for itself and its successors and assigns) hereby releases Sugar and its Affiliates from any and all claims or causes of action that Recipient has, or hereafter may or will have, against Sugar and its Affiliates in connection with the Report, or Recipient’s access to the Report. Recipient will indemnify, defend and hold harmless Sugar and its Affiliates from and against all claims, liabilities, losses and expenses suffered or incurred by Sugar and its Affiliates arising out of or in connection with (a) any breach of this Agreement by Recipient or its Representatives; and (b) any use or reliance on the Report by any party that obtains access to the Report, directly or indirectly, from or through Recipient or at its request.
7. Sugar retains its entire right, title, and interest in and to the Report, and no disclosure of the Report hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Recipient or any other person or entity.
8. This Agreement is effective as of the Effective Date and automatically expires one year thereafter; provided, however, that prior to such expiration, either party may terminate this Agreement at any time by written notice to the other. Notwithstanding such expiration or termination, all of Recipient’s and its Representatives’ obligations pursuant to this Agreement will survive with respect to the Report.
9. Recipient acknowledges and agrees that any violation of this Agreement may cause irreparable injury to Sugar for which monetary damages alone may not be an adequate remedy. Therefore, Recipient agrees that, in the event of a breach or threatened breach of this Agreement, Sugar will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of proving the inadequacy of legal remedies. Notwithstanding the foregoing, any such relief will be in addition to and not in lieu of any appropriate relief in the way of monetary damages or any other remedies allowed at law or in equity.
10. Recipient may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Sugar. Sugar may freely assign or transfer any rights or obligations under this Agreement without the prior written consent of Recipient.
11. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of California, without regard to the conflict of laws provisions of such State. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the federal or state courts located in Santa Clara County, California. Recipient irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
12. All notices required or permitted to be made pursuant to this Agreement shall be sufficiently given by mailing the same by certified or registered mail, return receipt requested, by nationally recognized overnight courier or e-mail, to the parties at their respective addresses or at such other addresses as may be substituted by written notification. For Sugar, copies of all notices must be sent to legal@sugarcrm.com.
13. No failure or delay in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. If any provision of this Agreement is held invalid, the remaining provisions of this Agreement will remain in full force and effect. No modification of, or amendment or addition to this Agreement is valid or binding unless set forth in writing signed by a representative of each party. The waiver or failure of either party to exercise in any respect any right or remedy provided herein will not be deemed a waiver of any future right or remedy hereunder.
14. This Agreement is the entire agreement of the parties regarding its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter.