This Non-Disclosure Agreement (this “Agreement”) is entered into as of the date on which this Agreement is fully executed by you on the signature block below (the “Effective Date”) by and between you (the individual or entity named below) and Twilio Inc. (the “Company”). In connection with 2021 SIGNAL Industry Analyst and Influencer Summit (the “Event”), Company and its affiliates have or will provide you with access, or may provide you with access, to business, technical, financial, or other information, documents, materials and/or ideas (“Confidential Information”), which shall include, without limitation, anything you learn or discover as a result of exposure to or analysis of any Confidential Information.

In consideration of any disclosure and any negotiations concerning the Event, you agree as follows:

  1. You will hold in confidence and will not possess, use, or disclose any Confidential Information except information you can document: (a) is in the public domain through no fault of yours, (b) was properly known to you, without restriction, prior to disclosure by Company or (c) was properly disclosed to you by another person without restriction. You will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information.
  2. If you decide not to attend the Event or if asked by Company, you will promptly return all Confidential Information and all copies, extracts and other objects or items in which Confidential Information may be contained or embodied.
  3. You will promptly notify Company of any unauthorized release, disclosure or use of Confidential Information.
  4. You understand that this Agreement does not obligate Company to disclose any information or negotiate or enter into any agreement or relationship. You will strictly abide by any and all instructions and restrictions provided by Company from time to time with respect to Confidential Information or Company systems.
  5. You will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information. You will ensure the security of any facilities, machines, accounts, passwords and methods you use to store any Confidential Information or to access Company systems and ensure that no other person has or obtains access thereto.
  6. Nothing in this Agreement is intended to grant any rights to you under any patent, copyright, trade secret or other intellectual property right. Nothing in this Agreement grants you any rights in or to the Confidential Information, except as expressly set forth herein. All Confidential Information is provided to you “AS IS.”
  7. Company welcomes your feedback on our Confidential Information. However, by submitting suggestions or other feedback about our Confidential Information (“Contributions”), you agree that:
    1. Company is not under any obligation of confidentiality with respect to your Contributions;
    2. Company may use or disclose (or choose not to use or disclose) your Contributions for any purpose and in any way;
    3. You irrevocably, non-exclusively license to Company the right to exploit your Contributions; and
    4. You are not entitled to any compensation or reimbursement of any kind from Company under any circumstances for your Contributions.
  8. The terms of this Agreement will remain in effect with respect to any particular Confidential Information until you can document that such Confidential Information falls into one of the exceptions stated in Paragraph 1 above.
  9. You acknowledge and agree that due to the unique nature of the Confidential Information, any breach of this Agreement would cause irreparable harm to Company for which damages are not an adequate remedy, and that Company shall therefore be entitled to equitable relief without posting a bond in addition to all other remedies available at law.
  10. This Agreement is personal to you and is non-assignable by you. This Agreement will be governed by the laws of the State of California, without regard to its conflict of law principles, and any litigation concerning this Agreement will be submitted to and resolved by a court of competent jurisdiction in San Francisco, California. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable. Any failure to enforce any provision of this Agreement will not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. The prevailing party in any dispute or legal action regarding the subject matter of this Agreement shall be entitled to recover attorneys’ fees and costs.