MUTUAL NON-DISCLOSURE AGREEMENT

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT BECOMES BINDING WHEN ACCEPTED THROUGH ANY ELECTRONIC INTERFACE OR FORM THAT REFERENCES OR LINKS TO THIS AGREEMENT.

This Mutual Non-Disclosure Agreement (“Agreement”) is entered into and becomes effective when accepted (“Effective Date”) through any of the following actions: clicking “I Accept,” “I Agree,” “Next,” “Continue,” or any similar button; checking or toggling an acceptance box or switch; accessing or using features that require acceptance of this Agreement; proceeding past a screen displaying or linking to this Agreement; or otherwise manifesting acceptance in any manner presented. This Agreement is between GitLab Inc., a Delaware corporation having its principal place of business at 268 Bush Street, #350, San Francisco, CA 94104, on behalf of itself and its Affiliates, and the individual or entity accepting this Agreement (“You” or “Your Organization”).

By accepting this Agreement through any of the methods described above, You represent and warrant that: (i) You have the authority to bind Yourself or Your Organization to this Agreement; and (ii) You have read, understood, and agree to be bound by all terms of this Agreement.

“Affiliate” means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where “control” means ownership of more than 50% of the voting securities in such entity.

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. CONFIDENTIAL INFORMATION

1.1 “Confidential Information” means any proprietary information that was previously, is currently, or is subsequently disclosed by a Disclosing Party (defined herein) to a Receiving Party (defined herein) and (i) is or was identified as confidential or proprietary at the time of disclosure or, (ii) the nature of such proprietary information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Confidential Information includes, without limitation, all proprietary information which relates to Disclosing Party’s: (a) business (including without limitation, business plans, financial data, customer information, marketing plans, etc.), and/or (b) technology (including without limitation, technical drawings, designs, schematics, algorithms, technical data, product plans, research plans, software, etc.), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions (whether or not patentable).

1.2 Notwithstanding anything to the contrary herein, the existence or subject matter of this Agreement, including the fact that any investigations, discussions or negotiations are taking place concerning a possible business relationship and/or transaction (or the status thereof), or that the Receiving Party has received Confidential Information from the Disclosing Party shall be deemed to be Confidential Information.

1.3 Confidential Information shall not include any information that Receiving Party can document: (i) is or falls into the public domain without fault of Receiving Party; (ii) Receiving Party can show by written documentation was in its possession without any obligation of confidentiality prior to receipt thereof from Disclosing Party; (iii) is independently developed by Receiving Party without reference to the Confidential Information; or (iv) is obtained by Receiving Party from a third party without any obligation of confidentiality to Disclosing Party.

2. NONDISCLOSURE OBLIGATIONS

2.1 Confidential Information of each party (“Disclosing Party”) shall be used by the other party (“Receiving Party”) solely for the purpose of evaluating the parties entering into an agreement, business relationship and/or transaction (“Purpose”) and shall not be used for any other purpose. The Receiving Party agrees not to copy or reverse engineer any such Confidential Information and not to export, reexport, or transfer (within the meaning of applicable trade control laws or regulations) any such Confidential Information or product thereof in violation with applicable laws, rules or regulations. Receiving Party shall take all reasonable measures to protect the Confidential Information of Disclosing Party from falling into the public domain or the possession of persons other than those authorized to have such Confidential Information, which measures shall include the highest degree of care that Receiving Party utilizes to protect its own information of a similar nature, but in no event less than a reasonable degree of care. Any employee given access to any Confidential Information of the Disclosing Party must have a legitimate “need to know,” must have been advised of the obligations of confidentiality under this Agreement and must be bound in writing to obligations of confidentiality substantially similar to those set out in this Agreement. Receiving Party may disclose Confidential Information to its attorneys, accountants, and investment bankers (collectively, the “Consultants”), provided that such Consultant(s): (i) has a legitimate “need to know” the Confidential Information, (ii) has been advised of the obligations of confidentiality under this Agreement, and (iii) is bound in writing, or by duties under law, to obligations of confidentiality substantially similar to those set out in this Agreement.

2.2 Nothing in this Agreement shall prohibit Receiving Party from disclosing Confidential Information of Disclosing Party if legally required to do so by judicial or governmental order or in a judicial or governmental proceeding (“Required Disclosure”); provided that Receiving Party shall: (i) give Disclosing Party reasonable notice of such Required Disclosure prior to disclosure (to the extent possible); (ii) cooperate with Disclosing Party in the event that it elects to contest such disclosure or seek a protective order with respect thereto; and/or (iii) in any event only disclose the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.

2.3 Without limiting the foregoing and notwithstanding anything to the contrary in this Agreement, all information regarding Disclosing Party’s trade secrets, customers and consumers, including personal information, shall be deemed Disclosing Party’s Confidential Information, without the requirement of marking and whether received from Disclosing Party, the customer or consumer itself or a third party and the non-use and non-disclosure obligations for such information shall survive the termination or expiration of this Agreement indefinitely.

2.4 Receiving Party acknowledges that it may from time to time be in possession of material non-public information of Disclosing Party and agrees that it will comply with the restrictions imposed by the United States securities laws regarding the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

3. GENERAL PROVISIONS

3.1 All Confidential Information of Disclosing Party is and shall remain the property of Disclosing Party. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise, either express, implied or by estoppel, to any Confidential Information of Disclosing Party, or under any patent, copyright, trademark or trade secret of Disclosing Party. Receiving Party shall not copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information and shall not remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from any originals or copies of Confidential Information it receives from the Disclosing Party.

3.2 ALL CONFIDENTIAL INFORMATION FURNISHED UNDER THIS AGREEMENT IS PROVIDED BY DISCLOSING PARTY “AS IS, WITH ALL FAULTS.” DISCLOSING PARTY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE, NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR ANY RIGHT OF PRIVACY, ANY RIGHTS OF THIRD PERSONS OR OTHER ATTRIBUTES OF ITS CONFIDENTIAL INFORMATION.

3.3 This Agreement shall continue from the Effective Date for a period of three (3) years unless terminated by either party for any reason by giving thirty (30) days written notice to the other party. The parties’ obligations under Section 2 shall survive any termination or expiration of this Agreement for a period of three (3) years from the date of Receiving Party’s receipt of applicable Confidential Information. Immediately upon: (i) the decision by either party not to enter into the transaction or agreement contemplated by the parties hereto; (ii) written request by Disclosing Party at any time; or (iii) upon the expiration or termination of this Agreement, Receiving Party shall immediately cease all use of and return to Disclosing Party all copies or extracts of Disclosing Party’s Confidential Information, in any medium, or certify, in writing by an authorized officer of Receiving Party, the destruction of the same to Disclosing Party.

3.4 Receiving Party shall not assign or transfer this Agreement or any of its rights hereunder or delegate any of its obligations hereunder (whether by merger, acquisition, or operation of law) without the prior written consent of the other party, which consent shall not be unreasonably withheld. No permitted assignment shall relieve the Receiving Party of its obligations hereunder with respect to Confidential Information disclosed to it prior to such assignment. Any assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties, their permitted successors and permitted assigns.

3.5 Nothing in this Agreement shall be construed to require Disclosing Party to disclose any Confidential Information to Receiving Party or to negotiate or enter into any business transaction with Receiving Party.

3.6 The parties are independent contractors. Nothing in this Agreement or in the activities contemplated by the parties hereunder shall be deemed to create an agency, partnership, employment or joint venture relationship between the parties. Neither party’s officers or employees, agents or contractors shall be deemed officers, employees, agents or contractors of the other party for any purpose. Each party shall be deemed to be acting solely on its own behalf and has no authority to incur obligations or perform any acts or make any statements on behalf of the other party. Neither party shall represent to any person or permit any person to act upon the belief that it has any such authority from the other party.

3.7 Any notice under this Agreement shall be in writing and shall be effective only if it is delivered by hand, mailed (certified or registered mail, postage prepaid, return receipt requested), or sent by email to the address on file for the party’s account or as subsequently updated by written notice. Any such notice shall be effective only upon actual receipt by the party to be notified.

3.8 This Agreement shall be construed and governed by the laws of the State of California, without giving effect to its conflicts of law principles. The parties hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement shall be brought solely in, the state courts of the State of California for the County of Santa Clara or the United States District Court for the Northern District of California, if such court has subject matter jurisdiction. If any legal action or proceeding is commenced in connection with any dispute arising under, relating to or otherwise concerning this Agreement, the prevailing party, as determined by the court, shall be entitled to recover its attorneys’ and experts’ fees and all costs and necessary disbursements actually incurred in connection with such action or proceeding.

3.9 Receiving Party acknowledges and agrees that due to the unique nature of Disclosing Party’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow Receiving Party or third parties to unfairly compete with Disclosing Party resulting in irreparable harm to Disclosing Party and, therefore, that upon any such breach or any threat thereof, Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. Receiving Party will notify Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware.

3.10 Both Parties acknowledge that the GitLab Confidential Information as described in Section 1.1(b) above (collectively, “Export Controlled Information”) is subject to trade control laws and regulations, including the U.S. Export Administration Regulations (“EAR”) and various sanctions programs administered by the Office of Foreign Assets Control (“OFAC”). The Receiving Party shall not export, re-export, or transfer the Export Controlled Information except as authorized by these laws and regulations. In particular but without limitation, the Export Controlled Information may not be exported, re-exported, or transferred without authorization: (i) to any U.S. embargoed country or region, including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, (ii) to Russia or Belarus, (iii) to any party identified on or subject to the limitations of OFAC’s Specially Designated Nationals List, the Bureau of Industry and Security’s Entity, Unverified, or Denied Persons Lists or, (iv) for any end use or end user prohibited by 15 C.F.R. 744, including, without limitation, proliferation activities relating to nuclear, missile, and chemical and biological weapons. Receiving Party agrees to comply with the U.S. Foreign Corrupt Practices Act (regarding among other things, payments to government officials).

3.11 Electronic Acceptance. This Agreement is a legally binding contract formed through electronic acceptance. By accepting this Agreement through any of the following methods: (i) clicking “I Accept,” “I Agree,” “Next,” “Continue,” or any similar button or link on any form, interface, or system that references or links to this Agreement; (ii) checking, toggling, or activating any acceptance box, checkbox, or switch associated with this Agreement; (iii) accessing, activating, or using any features, services, or functionality that require acceptance of this Agreement; (iv) proceeding past or dismissing any screen, pop-up, or interface displaying or linking to this Agreement; (v) completing and submitting any form that incorporates this Agreement by reference; or (vi) otherwise manifesting acceptance through any user interface element or action, You acknowledge that You have read and understood all terms of this Agreement and agree to be legally bound by them. You further acknowledge that Your electronic acceptance through any of these methods shall be deemed to have the same legal effect as a handwritten signature. Your acceptance will be recorded and associated with Your account.

3.12 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior understanding and agreements between and among them respecting the subject matter hereof. It shall not be modified except by a written agreement agreed to and signed by both parties or other mutually agreed method. No delay, failure or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

BY ACCEPTING THIS AGREEMENT THROUGH ANY OF THE METHODS DESCRIBED ABOVE (INCLUDING BUT NOT LIMITED TO CLICKING ANY ACCEPTANCE BUTTON, TOGGLING ANY FEATURE, PROCEEDING WITH ANY FORM THAT REFERENCES THIS AGREEMENT, OR ACCESSING RESTRICTED FEATURES), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Mutual Non-Disclosure Agreement – August 2025

Last modified August 20, 2025: Create link to click-through NDA (ec00b81e)