CONFIDENTIALITY
AND RELEASE AGREEMENT
This
Agreement, effective as of July 24, 2014 (the “Effective Date”), between Bose
Corporation, a Delaware corporation (“Bose”), and the individual who signs this
Agreement below (“Participant”).
1. Background. In exchange for Amazon e-gift cards,
Participant is participating in a confidential evaluation of Bose product ideas
conducted by C Space Corporation (“C Space”) on behalf of Bose
through and online market research project (the “Evaluation”).
2. Proprietary Information. As used in this Agreement, the term
“Proprietary Information” shall mean all information, whether in written, oral
or visual form, disclosed by or on behalf of Bose to Participant in connection
with or during the Evaluation, together with all feedback (whether written,
oral, visual, perceptive or otherwise) provided by Participant to C Space
or Bose in connection with or during the Evaluation (“Feedback”). Participant hereby assigns to Bose all right,
title and interest in and to all Feedback, and all intellectual property rights
therein, and hereby agrees to execute such additional documentation to evidence
or perfect such ownership by Bose as may be requested by Bose from time to
time. This Agreement shall apply to all
Proprietary Information disclosed by or on behalf of Bose to Participant, and
Feedback provided by Participant to C Space or Bose, from and after the
Effective Date. Participant agrees that
he or she shall not receive any right, title or interest in, or any license or
right to use, Bose’s Proprietary Information or any patent, copyright, trade
secret, trademark or other intellectual property rights therein, by implication
or otherwise.
3. Use and Disclosure of Proprietary
Information. Participant shall use
the Proprietary Information only for the purpose of participating in the
Evaluation and providing Feedback to Bose and not for any other purpose. Participant shall hold in confidence, and
shall not disclose any Proprietary Information.
The obligations of Participant specified in this Section 3 shall not
apply, and Participant shall have no further obligations with respect, to any
Proprietary Information to the extent it: (a) is generally known to the public
at the time of disclosure or becomes generally known without Participant
violating this Agreement; (b) is in Participant’s possession at the time of
disclosure; or (c) becomes known to Participant through disclosure by sources
other than Bose without such sources violating any confidentiality obligations
to Bose. Participant agrees not to
publicly disclose that Bose is conducting, or that Participant is participating
in, the Evaluation.
4. Code of Conduct. This Code of Conduct governs your
participation in, and use of, the online community through which the Evaluation
is conducted. The Code of Conduct is designed to ensure the community is a safe
and comfortable environment for all members. If you violate the Code of
Conduct, your community account may be suspended or terminated:
·
While participating in the community
Participants will respect the rights of the other members to use the community
as it was intended.
·
Only those who are members of the
community and Participants under this agreement may access it.
·
Participants will not upload,
post or otherwise distribute any other member's personal information through
the community.
·
Participants will not violate or
infringe any rights of third parties (including copyright, trademark, rights of
privacy or publicity or any other proprietary right).
·
Participants will not post any of the
following: material that advocates illegal activity, material that restricts or
inhibits any other user from using the site, material that contains a virus or
other component, material that is offensive or defamatory, advertising or any
form of commercial solicitation, or copyright-protected
files.
·
Participants will not copy or download
any material from the community or retain any material from the Evaluation
unless instructed to do so by C Space or Bose.
5. Privacy. During your participation in the Evaluation,
Participants may provide personal information, such as email addresses and/or
usernames, to C Space and Bose. The
personal information Participants provide to Bose and/or C Space will only
be used in accordance with Bose’s and C Space’s respective privacy
policies. Bose’s privacy policy can be
found at http://www.bose.com/controller?url=/customer_service/site_help/index.jsp#privacy_rights;
C Space’s privacy policy can be found at: https://www.cspace.com/privacy_en-us/.
6. Release. Participants further agree to release and
waive all claims against Bose and C Space with respect to any intellectual
property or other proprietary rights, rights of privacy and publicity, rights
of attribution, or any other liability under the applicable laws. Participants agree to indemnify and hold Bose
and C Space harmless from all claims, actions, damages, costs, judgments,
penalties or expenses of any kind whatsoever (including reasonable attorneys'
fees except as provided herein), which may be obtained against, suffered by, or
imposed upon Bose, C Space, and/or their officers, directors, agents or
affiliates as a result of any claim for its use of any information Participants
provide through the Evaluation that is proprietary, confidential or protected
by the laws of any jurisdiction.
7. Miscellaneous. This Agreement is the complete and exclusive
agreement, and supersedes all prior and contemporaneous communications and
agreements, between Bose and Participant relating to the Evaluation, the
Feedback and the related matters described herein. In the event of any conflict between the
C Space Member Agreement/Terms and Conditions and this Agreement, this
Agreement shall control. This Agreement
may only be modified in a writing signed by Bose and Participant. This Agreement shall be construed and
interpreted in accordance with the internal laws of the Commonwealth of
Massachusetts. Participant is
participating in the Evaluation and entering into this Agreement voluntarily
and of his or her own free will. The
provisions of this Agreement are necessary for the protection of Bose’s
business and goodwill and are considered by the parties to be reasonable for
such purpose. Participant agrees that
any breach of this Agreement will cause Bose substantial and irreparable injury
and, therefore, in the event of any such breach, in addition to other remedies
which may be available, Bose shall have the right to specific performance and
other injunctive and equitable relief.
Sections 2, 3, 6 and 7of this Agreement shall survive any termination of
this Agreement.