I desire virtual access to one or more Switch data center facilities (each a “Switch Facility”). As an inducement for Switch to permit my virtual access to the Switch Facility, I, for myself, my Guests (as defined herein) and my employer, hereby expressly agree and covenant as follows:
1 - I will strictly abide by the security policies and procedures in connection with my virtual tour of Switch’s technology, including Switch’s current Acceptable Use Policy, available at www.switch.com/aup (the “AUP”). I acknowledge that Switch is providing this virtual, confidential tour to accommodate logistical needs. As such, I covenant and agree not to capture or record the materials presented on the tour via any means (e.g. screen shot, photo, recording, transcription). I further covenant and agree to treat the entirety of the presentation as confidential, subject to the obligations herein and those in Switch’s AUP and any additional agreements between me, my company, and Switch.
2. During my virtual tour of the Switch Facility and in related communications with Switch, I will be exposed to or provided with confidential and proprietary information of Switch and, potentially, certain of its customers (collectively, “Confidential Information”). Confidential Information includes, without limitation, trade secrets, pending patents, financial data, data center designs, technical information, customer identities and all other Switch business information. As to all Confidential Information, I, on behalf of myself and my employer, and my employer’s affiliates, covenant and agree (i) not to disclose it to any third party without the prior written authorization of Switch; (ii) to use it solely in contemplating a business relationship with Switch and for no other purpose; (iii) not to use or provide it for any third party’s benefit; and (iv) to comply with Switch’s AUP, including but not limited to the provisions related to Switch’s intellectual property.
3. I may use social media (e.g. Twitter, WhatsApp, or Facebook) to make general comments about the Switch Facility and my tour, but I agree not to take, make, share, or post any images, copies, or recordings, of the Switch Facility, Switch’s employees, or the virtual tour.
4. I may not use or otherwise export or re-export the Confidential Information or any other portion thereof without Switch’s prior written consent and then only as authorized or permitted under applicable laws and regulations restricting the export and re-export of commodities and technical data, including the Confidential Information. I hereby covenant and agree to Switch that I will strictly comply with all applicable export and re-export requirements and controls, including without limitation, obtaining and complying with any required written permission, approvals or licenses from any necessary governmental authorities.
5. I understand that the terms herein are contractual and I have signed this agreement of my own free will. As a material inducement for gaining access to this virtual and confidential tour, I, as well as others attending at my invitation or on my behalf (my “Guests”), hereby acknowledge, covenant, and agree to be bound by these terms. I agree to provide Switch with the names of my Guests prior to the start of the virtual tour. Unless otherwise provided herein, this agreement contains the entire agreement between myself and Switch concerning the subject matter hereof. The law of the state in which the physical Switch Facility is located that is the subject of the virtual tour governs this document, without reference to its choice of law provisions. The confidentiality obligations herein are intended to provide the greatest protections possible for the Confidential Information, and are to be read to strengthen all prior and subsequent confidentiality obligations agreed to between the parties. In the event of a conflict between these obligations and the obligations of any other agreement, the obligations that provide the greatest protections to the Confidential Information, as that term is most broadly defined amongst the agreements, shall govern and control. This agreement is in the English language only, which language shall be controlling in all respects. Any versions of this agreement in any other language shall be for accommodation only and shall not be binding upon either party. All communications and documentation to be furnished under or related to the interpretation or enforcement of this agreement shall be in the English language.
