PLEASE READ THIS NONDISCLOSURE AGREEMENT CAREFULLY BEFORE VISITING LUNCH.COM (THE "SERVICE"). THIS NONDISCLOSURE AGREEMENT IS ENTERED INTO BETWEEN LUNCH.COM, LLC ("LUNCH.COM") AND YOU ("YOU"). BY CLICKING ON THE "ACCEPT" BUTTON BELOW, YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS SUBMISSION AGREEMENT AND THE LUNCH.COM TERMS OF USE [Terms of Service], WHICH IS HEREBY INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS NONDISCLOSURE AGREEMENT AND THE LUNCH.COM TERMS OF USE [Terms of Service], CLICK ON THE "DECLINE" BUTTON AND DO NOT USE OR ACCESS THE SERVICE.

1. Purpose. Lunch.com and You wish to enter into a relationship in which You will have access to a pre-release, non-public version of the Service (the "Pre-Release Service") that is proprietary to Lunch.com (the "Relationship") in connection with which Lunch.com will disclose its Confidential Information (as defined below) to You. This Agreement is intended to allow You to access the Pre-Release Service while protecting Lunch.com's Confidential Information (including Confidential Information previously disclosed to You, if any) against unauthorized use or disclosure. "Confidential Information" means any information relating to the Pre-Release Service, including, but not limited to, the features, capabilities, characteristics, content, look and feel, architecture, configuration, and engineering of the Pre-Release Service, and all communications, in any medium or form, between you and Lunch.com relating to the Pre-Release Service.
2. Nondisclosure of Confidential Information.
   1. You agree not to use any Confidential Information for any purpose other than to access and use the Pre-Release Service as permitted by this Nondisclosure Agreement and the Lunch.com Terms of Use. You shall not disclose or permit disclosure of any Confidential Information of Lunch.com to any third party, whether a person, firm, corporation or other entity, without written authorization from Lunch.com in each instance. You agree that You shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of any third party. You further agree to notify Lunch.com in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to Your attention.
   2. Exceptions. Notwithstanding the above, You shall not have liability to Lunch.com with regard to any Confidential Information which You can prove:
      1. was in the public domain at the time it was disclosed by Lunch.com or has entered the public domain through no fault of You;
      2. was known to You, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;
      3. is disclosed with the prior written approval of Lunch.com;
      4. becomes known to You, without restriction, from a source other than Lunch.com without breach of this Agreement by You and otherwise not in violation of Lunch.com's rights; or
      5. is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Lunch.com to enable Lunch.com to seek a protective order or otherwise prevent or restrict such disclosure.
3. No Duplication. You agree, except as otherwise expressly authorized by Lunch.com, not to make any copies or duplicates of any Confidential Information.
4. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of Lunch.com, nor shall this Agreement grant You any rights in or to Lunch.com's Confidential Information other than the limited right to review such Confidential Information solely for the purpose of the Relationship. You understand that nothing in this Agreement (a) requires the disclosure of any Confidential Information, which shall be disclosed, if at all, solely at Lunch.com's option, or (b) requires Lunch.com to proceed with the Relationship or any transaction in connection with which the Confidential Information may be disclosed.
5. Term. The foregoing commitments of each party shall survive any termination of the Relationship between the parties, and shall continue for a period terminating on the later to occur of the date (a) five (5) years following the date of this Agreement or (b) three (3) years from the date on which Confidential Information is last disclosed under this Agreement.
6. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided that Lunch.com's Confidential Information may not be assigned without the prior written consent of Lunch.com. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
7. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms.
8. Independent Contractors. Lunch.com and You are independent contractors, and nothing contained in this Agreement shall be construed to constitute Lunch.com and You as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
9. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
10. Remedies; Indemnification. Lunch.com and You each agree that Your obligations set forth in this Agreement are necessary and reasonable in order to protect Lunch.com and its business. Lunch.com and You each expressly agree that due to the unique nature of Lunch.com's Confidential Information, monetary damages would be inadequate to compensate Lunch.com for any breach by You of its covenants and agreements set forth in this Agreement. Accordingly, Lunch.com and You each agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to Lunch.com and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Lunch.com shall be entitled (a) to block You from participating in the Service (b) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by You, without the necessity of proving actual damages, and (c) to be indemnified by You from any loss or harm, including but not limited to attorney's fees, arising out of or in connection with any breach or enforcement of Your obligations under this Agreement or the unauthorized use or disclosure of Lunch.com's Confidential Information.
11. Amendment and Waiver. Any term of this Agreement may be amended with the written consent of Lunch.com and You. Any amendment or waiver effected in accordance with this Section shall be binding upon the parties and their respective successors and assigns. Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party.
12. Entire Agreement. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.