Interview Non-Disclosure Agreement

I. Parties:
This Non-Disclosure Agreement (“Agreement”), is made and entered into on __________________
between “Parties” : Paymentwall Inc. for itself and all its subsidiaries and affiliates ("Paymentwall"),
and ___________________, "Candidate", whose name and signature appears below.
II. Relationship:
Paymentwall is interviewing the Candidate to evaluate and potentially engage him/her in an
employment opportunity. This Agreement does not create any employment or contractor relationship
between Parties, and does not hold Paymentwall to any obligation to extend the Candidate an offer
of employment or contractorship, or to purchase any project, tool, or software created by the
Candidate as part of application process. Neither Paymentwall nor the Candidate shall acquire any
intellectual property rights under this Agreement.
III. Purpose:
This Non-Disclosure Agreement ensures the confidentiality of all proprietary or confidential
information of Paymentwall as listed in Section IV that Paymentwall has disclosed to the Candidate in
communications exchanged between them, during the Candidate’s visit and access to Paymentwall’s
premises, and in interactions with Paymentwall employees or representatives in the course of the
application and interview process.
IV. Confidential Information:
“Confidential Information” as used in this Agreement,means any tangible, intangible, visual,
electronic, present, or future information or material ​disclosed or given by Paymentwall to the
Candidate in the course of the interview and interview process and information developed or learned
by the Candidate while interviewing with Paymentwall. Confidential Information is to be broadly
defined and includes but is not limited to (i) all information that has or could have commercial value or
other utility in the business in which Paymentwall or its clients is engaged or in which Paymentwall or
its clients contemplate engaging; and (ii) all information that, if disclosed without authorization, could
be detrimental to the interest of Paymentwall or its clients, whether or not such information is
identified as Confidential Information by Paymentwall. By example and without limitation, Confidential
Information includes all information concerning products, techniques, processes, formulas, trade
secrets, inventions, discoveries, improvements, research or development, test results, specifications,
data, know-how, formats, marketing plans, business plans, strategies, forecasts, unpublished financial
information, budgets, projections, product identities and characteristics, and client, customer, and
supplier identities, characteristics, and agreements."
V. Duties and Restrictions of Candidate:
The Candidate shall:
a. Only disclose or disseminate such Confidential Information and materials with authorized
representatives or employees of Paymentwall involved in the hiring process of the position
the Candidate has applied for;
b. Upon receipt of written request from Paymentwall, promptly return all Confidential
Information and materials received from Paymentwall, together with all copies, or to certify in
writing that all Confidential Information and copies of the same have been destroyed;
c. Promptly notify Paymentwall in cases of actual or suspected, advertent or inadvertent breach
of the terms and conditions of this Agreement;
Under no circumstances, except when authorized or consented to by Paymentwall in writing, shall
the Candidate:
a. Take photographs of any Paymentwall premises, facilities, furnishings, documents, materials
or tools;
b. Check-in to any Paymentwall premise, facilities on social media;
c. Issue or release any articles, advertising, publicity or other matters relating to this Agreement
(including the fact that a meeting or discussion has taken place between the parties) or
mentioning or implying the name of Paymentwall;

Interview Non-Disclosure Agreement Version: 16Dec2016

 d. Make and provide copies of documents containing Confidential Information including but not
limited to candidate information sheets, test tasks, job offer letters, etc. to unauthorized
persons or entities;
e. Reverse engineer, disassemble, decompile, translate, or attempt to discover any prototypes,
software, algorithms, or underlying ideas which embody Paymentwall's Confidential
Information and Materials.
VI. Legal Obligations to Disclose Confidential Information
a. When through a law, court order, or any government demand (“Process”) requires a
candidate to produce or divulge confidential information or materials, the Candidate must
promptly notify Paymentwall, and not release any confidential information, unless
Paymentwall (i) requested protection from the court or other legal or governmental authority
requiring the Process and such request has been denied, or (ii) consented in writing to the
production or disclosure of the Confidential Information in response to the Process.
VII. Confidential Information of Candidate:
Paymentwall does not impose the Candidate to disclose his/her own confidential information, neither
does it assume any obligation, either express or implied for any confidential information disclosed by
Candidate during his/her application process.
VIII. Exemptions:
This agreement does not cover any information that was known to Candidate before receipt from
Paymentwall, as evidenced by Candidate’s files and records existing before interaction with
Paymentwall, or any information that is publicly available through no fault of the Candidate.
IX. Damages:
Candidate understands that any improper or authorized Confidential Information may cause
irreparable damage; in cases of such, Payment is entitled to seek equitable relief, including injunction
and preliminary injunction, in addition to all other remedies.
X. Transferability:
This Agreement will not be assignable or transferable by Candidate without the prior written consent
of Paymentwall.
XI. Prior Agreements and Copies:
This Agreement supersedes and replaces any and all prior understandings and agreements, whether
oral or written, between or among Paymentwall and Candidate with respect to the purpose stated.
This Agreement and all its copies shall be considered original and valid provided both Paymentwall
and Candidate, or their respective duly authorized representative has signed such copies.
XII. Governing Law: ​This Agreement shall be governed by the laws of ____________, without reference
to conflict of laws principles. Any disputes arising from this Agreement shall not hold the Employer
liable on the basis of its authorship of this agreement and shall be settled in the competent courts of
________________.
XIII. Duration:
This Agreement shall remain in effect until such time as all Confidential Information of Paymentwall
disclosed hereunder becomes publicly known and made generally available through no action or
inaction of Participant.

_____________________________ _____________________________
[Paymentwall Recruiter/Representative] / Date Signed ​[Candidate’s Full Name] / Date
Signed
Position Candidate
Paymentwall

Interview Non-Disclosure Agreement Version: 16Dec2016