Manhattan Developer Hub Confidentiality Agreement

The confidential information and trade secrets provided by Manhattan Associates, Inc. and its affiliates (“Manhattan”) through the Developer Hub on manh.com (“Manhattan Confidential Information”) are subject to the terms of any existing nondisclosure agreement or the confidentiality provisions of any other existing agreement between Company and Manhattan (collectively, the “NDA”). In the absence of any prior NDA, the following provisions constitute the legally binding confidentiality agreement (this “Agreement”) required to access and use Manhattan Confidential Information. By accessing, viewing, or downloading Manhattan Confidential Information, you represent that you are authorized to bind, and you agree to bind, the entity with which you are employed, affiliated, or associated (“Company”) to this Agreement. Do not view or access Manhattan Confidential Information if you do not have such authority or do not accept the terms of this Agreement.

1. Company will protect Manhattan Confidential Information with the same degree of care (but not less than reasonable care) that it uses to protect its own confidential information and trade secrets.
2. Company will use Manhattan Confidential Information solely to evaluate Manhattan’s products and services for purchase (the “Purpose”).
3. Except as otherwise authorized by Manhattan in writing, Company will limit access to Manhattan Confidential Information to those individuals who need access for the Purpose and who have executed confidentiality agreements with Company that contain protections no less stringent than those in this Agreement.
4. Company will not disclose Manhattan Confidential Information to any third party, other than Company’s affiliates and its legal counsel and accountants, without Manhattan’s prior written consent. Company will remain responsible for their compliance with this Agreement.
5. Company may disclose Manhattan Confidential Information to the extent it is compelled by law to do so, provided it gives Manhattan prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at Manhattan’s cost, if Manhattan wishes to contest the disclosure. If Company is compelled by law to disclose Manhattan Confidential Information as part of a civil proceeding to which Manhattan is a party, and Manhattan is not contesting the disclosure, Manhattan will reimburse Company for the reasonable cost of compiling and providing secure access to the Manhattan Confidential Information.
6. This Agreement does not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Manhattan; (ii) was known to Company prior to its disclosure by Manhattan without breach of any obligation owed to Manhattan; (iii) is received from a third party without breach of any obligation owed to Manhattan; or (iv) is independently developed by Company without use of or reference to Manhattan Confidential Information.