Requesting Access to Altera My Collateral

CONFIDENTIALITY STATEMENT

If you are granted access to the My Collateral or its materials, the below terms and conditions (“Terms and Conditions”) form a legal agreement between Altera Corporation and its subsidiaries (“Altera”), and You. “You” refers to you or your employer or other legal entity (including its subsidiaries) for whose benefit you act, as applicable.

If You are agreeing to these Terms and Conditions on behalf of a company or other legal entity, You represent and warrant to Altera that You have the legal authority to bind that legal entity to these Terms and Conditions, in which case, "You" or "Your" will be in reference to such legal entity.

Please read these Terms and Conditions carefully. If You agree to these Terms and Conditions, click “I ACCEPT”.

1. TERMS OF USE

1.1. The use of the Program website and the materials therein shall be subject to the Altera Terms of Use provided here: https://www.altera.com/privacy/altera-terms-of-use .

1.2. To the extent these Terms and Conditions conflict with the Altera Terms of Use, these Terms and Conditions shall control.

2. CONFIDENTIALITY

2.1. NDA. In the event You have entered into a separate non-disclosure agreement ("NDA") with Altera, the terms of that NDA will apply to any confidential information (as defined in the NDA) exchanged between You and Altera.

2.2. No NDA. In the event You do not have an active NDA with Altera, the terms of this Section 2.2 apply:

2.2.1. Definitions. For purposes of this Section 2.2, the following definitions apply:

• 2.2.1.1. "Affiliate" means any entity that controls, is controlled by, or is under common control with a party to this Agreement. “Control” means direct or indirect ownership, through one or more intermediaries, of more than 50% of an entity’s voting capital or other voting rights.
• 2.2.1.2. "Confidential Information" means the confidential, proprietary, and trade secret information of the disclosing party to be disclosed under these Terms and Conditions and/or in connection with the Program, including all materials accessed via the Program’s website, and comprises:
  • 2.2.1.2.1. Information in tangible form that (1) bears a Confidentiality Legend, or (2) does not bear any Confidentiality Legend, if the receiving party knew, or reasonably should have known under the circumstances, that the information was confidential and had been communicated in confidence, and
  • 2.2.1.2.2. Discussions about that information that may occur before, at the same time, or after disclosure of the information.
• 2.2.1.3. "Confidentiality Legend" means a "confidential," "proprietary," "secret," or similar legend.
• 2.2.1.4. "Covered Persons" means employees, contingent workers, and professional advisers of a party and that party's Affiliates.

2.2.2. Confidentiality Legends. The disclosing party will make reasonable efforts to mark its Confidential Information in tangible form with a Confidentiality Legend before disclosure. The disclosing party will retain title to all of its Confidential Information that is disclosed to the receiving party.

2.2.3. Receiving Party Obligations. The receiving party must:

• 2.2.3.1. Maintain the confidentiality of the disclosing party's Confidential Information with at least the same degree of care that the receiving party uses to protect its own Confidential Information, but no less than a reasonable degree of care under the circumstances.
• 2.2.3.2. Only disclose the disclosing party's Confidential Information to the receiving party's Affiliates and Covered Persons who have a need to know and who have agreed in writing to abide by nondisclosure terms at least as comprehensive as those in this Agreement, and not disclose the disclosing party's Confidential Information to any other third parties. The receiving party will be liable for breaches of this Agreement by its Affiliates and Covered Persons.
• 2.2.3.3. Not make any copies of the disclosing party's Confidential Information except copies that are necessary for the receiving party's disclosures under Section 2.2.3.2. The receiving party will identify any copies as originating from the disclosing party and retain any existing Confidentiality Legends on the copies.

The disclosing party may, at any time, request in writing the return or destruction of all or part of its previously disclosed Confidential Information, and all copies of it. The receiving party must promptly comply with this request and certify in writing its compliance.

2.2.4. Exceptions to the Obligation of Confidentiality. The receiving party will not be liable for the disclosure of any Confidential Information which is:

• 2.2.4.1. Generally made available publicly or to third parties by the disclosing party without restriction on disclosure.
• 2.2.4.2. Received without any obligation of confidentiality from a third party who rightfully had possession of the information.
• 2.2.4.3. Rightfully known to the receiving party without any limitation on disclosure, before its receipt from the disclosing party.
• 2.2.4.4. The same as information that is independently developed by Covered Persons of the receiving party.
• 2.2.4.5. Required to be disclosed under applicable laws, regulations, or court, judicial, or government agency orders. The receiving party must give the disclosing party reasonable notice before this disclosure, and seek a protective order, confidential treatment, or other remedy, if available, to limit the scope of the required disclosure.

2.2.5. Duration. The confidentiality obligations in this Section 2.2 will bind the receiving party for each disclosure for 5 years from the receipt of Confidential Information from the disclosing party.

2.3. Disclaimer of Warranties. The disclosing party disclaims all warranties for all Confidential Information disclosed by it under this Agreement, including without limitation all warranties about the accuracy or utility of the Confidential Information.