This Confidentiality and Non-Disclosure Agreement (the “AGREEMENT”) is made at the time of purchase, by and between The Employee Engagement Group (hereinafter referred to as “TEEG”) and purchaser (hereinafter, “CLIENT”). TEEG and CLIENT (referred to in this AGREEMENT collectively as “PARTIES”) have a mutual desire to exchange information pursuant to the CLIENT’s purchase of the Engagement Accelerator (hereinafter, ACCELERATOR), an online employee engagement assessment.
Purchase allows the CLIENT access to the ACCELERATOR, subject to the terms of this AGREEMENT (hereinafter, the MEMBERSHIP) to be used by the CLIENT’s employees. The ACCELERATOR includes (a) one instructional document, titled the Accelerator Launch Kit (hereinafter, LAUNCH KIT); (b) a report for each employee participant detailing his or her preferences (hereinafter, INDIVIDUAL REPORT), accessible by the employee him or herself (c) a report for each employee participant, detailing his or her preferences as well as a list of discussion points (hereinafter, MANAGER REPORT), accessible by the employee’s manager.
This AGREEMENT is to cover all CONFIDENTIAL INFORMATION disclosed between PARTIES orally, visually, in writing, or by way of any other medium, except any portion thereof that (a) was demonstrably known to either TEEG or CLIENT before receipt of this AGREEMENT; (b) is rightfully disclosed by a third party who does not have an obligation of confidentiality to the PARTIES; (c) is generally known in the trade or to the public; or (d) is independently developed by or for the CLIENT prior to this AGREEMENT.
1.1 Access to Confidential Information. Subject to all of the terms of this AGREEMENT, the PARTIES are willing to disclose certain confidential information solely for the purpose of the business relationship or transaction (PERMITTED PURPOSE) between TEEG and CLIENT and the performance and exercise of the PARTIES’ obligations and express rights within any resulting relationship.
The CLIENT’s right to access and use the ACCELERATOR is not transferable to any other person or entity and are subject to the obligations and use restrictions hereunder. Access and use of the ACCELERATOR may be interrupted from time to time for any of several reasons, including, but not limited to, the malfunction of equipment, periodic updating, maintenance or repair activities that TEEG may undertake from time to time, or other actions that TEEG, in its sole discretion, may elect to take.
Access will be activated and credentials provided upon the acceptance of these conditions by CLIENT and processing of payment.
1.2 Storage and Use of Confidential Information
The ACCELERATOR’s data are stored on a secure third-party server. Results, in the form of the INDIVIDUAL REPORT and MANAGER REPORT, are provided to the CLIENT in the form of a browser-viewable link and optional printable .PDF file. TEEG administrators also have access to the results. TEEG retains the right to access such results for the purposes of user support, aggregate benchmarking, and further product development.
2.1 Nondisclosure. PARTIES agree (a) to maintain the confidentiality of the CONFIDENTIAL INFORMATION using at least the same degree of care each uses to protect its own confidential information, and to exercise all reasonable precautions to prevent unauthorized access to it; (b) not to duplicate CONFIDENTIAL INFORMATION except for the PERMITTED PURPOSE. For the purposes of benchmarking, case studies, or any other developmental or promotional use, TEEG agrees to anonymize all individual and organization names and obscure identifying details to protect CLIENT’s confidentiality.
2.2. Use Restrictions. PARTIES agree to use the CONFIDENTIAL INFORMATION solely for the PERMITTED PURPOSE and not to (a) resell any material from the ACCELERATOR; reverse engineer, decompile, disassemble, or reverse translate any such information; (b) distribute any access code(s) or materials related to the ACCELERATOR to another organization or person; (c) attempt to discover source code or composition of or trade secrets in any such information; or (d) circumvent any measure that controls access to such information. The following statement must remain on all documents: ©The Employee Engagement Group. All Rights Reserved.
3.0 GUARANTEE & WARRANTY
TEEG makes no representation, guarantee or warranty (express or implied) as to the accuracy or completeness of the CONFIDENTIAL INFORMATION or to the incorruptibility of the ACCELERATOR via any viruses, worms, Trojan horses, or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, nor shall TEEG be liable to CLIENT for damages arising from the use of the ACCELERATOR or any information disclosed hereunder, whether from errors or omissions or otherwise.
4.0 LIMITATION OF LIABILITY
TEEG shall in no event be liable to one another or to any third party, whether in contract, warranty, tort (including negligence) or otherwise, for any damages, including, but not limited to any loss of profit, revenue, or business, as a direct or indirect result of (a) access to and use of the ACCELERATOR under any username or access code provided by TEEG; (b) inability to access or use the ACCELERATOR under any username or access code provided by TEEG; (c) use of or reliance upon the contents of the LAUNCH KIT, INDIVIDUAL REPORT, and/or MANAGER REPORT.
CLIENT agrees to defend, indemnify and hold harmless TEEG and its officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including but not limited to attorneys’ fees, arising out of, or attributable to (a) any breach or violation of this AGREEMENT by CLIENT; (b) failure to provide accurate, complete and current information requested pursuant to registration; (c) access to and use of the ACCELERATOR under any username or access code provided by TEEG; (d) inability to access or use the ACCELERATOR under any username or access code provided by TEEG; (e) use of or reliance upon the contents of the LAUNCH KIT, INDIVIDUAL REPORT, and/or MANAGER REPORT.
PARTIES’ confidentiality obligations with respect to any CONFIDENTIAL INFORMATION shall until demonstration of clear and convincing evidence that such information falls into one of the exceptions set forth in clauses (a)-(d) of Section 2.2 hereunder.
This AGREEMENT (a) constitutes the entire agreement of the PARTIES hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, as to such subject matter; (b) may not be assigned by either party without the written consent of the other; (c) shall be binding upon and shall inure to the benefit of the respective heirs, administrators, personal representatives, successors and permitted assigns of the parties hereto. The execution of this AGREEMENT shall be understood to take place when CLIENT signifies via checkbox that they agree to these terms and conditions. No change, modification or waiver to this AGREEMENT will be effective unless in writing and signed by both PARTIES. Failure to enforce rights under this AGREEMENT at any time for any period shall not be construed as a waiver of such rights. Unless expressly provided otherwise, each right and remedy in this AGREEMENT is in addition to any other right or remedy, at law or in equity, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.