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This Confidential Nondisclosure Agreement is entered into by Ronsen Consulting, LLC. (“RC”) and the undersigned (“you” or “your”) as of the date set forth below. During the course of your participation in a user research study with RC (“Program”), you may receive Confidential Information (as defined below) relating to RC that is not known to the general public. Your obligations with respect to Confidential Information are described in this agreement.
"Confidential Information" means all non-public, proprietary information about RC, its activities or future plans, including all product, business, financial, technical, strategic, and other information of RC, which, by its nature or due to the circumstances surrounding its disclosure, would be understood by a reasonable person to be confidential, and/or information that RC designates as confidential, whether or not obtained through your access to RC’s offices, participation in the Program, or communications with RC’s employees, directors, advisors or contractors.
In consideration of your participation in the Program and RC’s willingness to share Confidential Information with you, you agree that (i) all Confidential Information will remain RC’s exclusive property, (ii) you will hold all Confidential Information in strict confidence and not use it for any purpose whatsoever, other than as strictly necessary for the Program, (iii) you will not disclose Confidential Information to any third party without RC’s express consent, (iv) you will notify RC immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this agreement, and (v) upon RC’s request, you will deliver to RC all materials containing Confidential Information. RC provides all Confidential Information without any representation or warranty, express or implied, as to the accuracy or completeness thereof.
You acknowledge and agree that any breach of this agreement will cause injury to RC for which money damages may be an inadequate remedy and that, in addition to remedies at law, RC is entitled to seek equitable relief as a remedy for any such breach. Any failure by RC to enforce your strict performance of any provisions of this agreement will not constitute a waiver of RCs right to subsequently enforce such provision or any other provision of this agreement. This agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of California, without regard to the conflict of laws provisions of such state. Any legal suit, action or proceeding relating to this agreement must be instituted in the federal or state courts located in San Francisco, California. You irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding. If any court of competent jurisdiction finds a provision of this agreement to be unenforceable, such provision shall be deemed eliminated to the minimum extent necessary and all other provisions of the agreement shall remain in full force. If you are currently, or after the date hereof, bound by a nondisclosure agreement entered into by your employer or other affiliate for RC’s benefit, this agreement shall be void and you will be bound by the provisions of such other nondisclosure agreement. This agreement may only be amended, modified, waived or supplemented by an agreement in writing signed by both parties.
