ZS Technology Advisory Board and Mutual Non Disclosure Agreement

THE FOLLOWING IS A LEGAL AGREEMENT THAT YOU WILL NEED TO ACCEPT IN ORDER TO PARTICIPATE IN THE ZS TECHNOLOGY ADVISORY BOARD. PLEASE READ CAREFULLY THE AGREEMENT, AND CLICKING “I AGREE”, CONSTITUTES YOUR ACCEPTANCE OF ALLTHE TERMS AND CONDITIONS. BY CLICKING “I AGREE”, YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT. IF YOU DO NOT ACCEPT ANY PARTY OF THIS AGREEMENT, DO NOT CLICK “I AGREE” AND YOU WILL NOT BE PERMITTED TO JOIN THE ZS TECHNOLOGY ADVISORY BOARD.

This ZS Technology Advisory Board & Mutual Non-Disclosure Agreement (this “Agreement”) entered into by and between the individual executing this agreement (“Member”) and ZS Associates, Inc., a company incorporated under the laws of the state of Illinois and having its principal office at 1800 Sherman Avenue, Suite 700, Evanston, IL 60201 (“ZS Associates”).

Purpose: ZS Associates has formed an advisory board (“ZS Technology Advisory Board”) where the role of this ZS Technology Advisory Board would be to discuss industry trends, business priorities, and strategic direction both in technology and commercial operations. As a result, the advisory board will collaborate, acquire knowledge, sharing information and offer guidance to help improve the ZS’ssoftware products, tools and technology services and the Member shall be part of the ZS Technology Advisory Board (“Purpose”).

Confidential Information: The term “Confidential Information” shall mean any and all knowledge, data or information in whatever form (tangible or intangible), technology, samples and specimens relating to ZS Associates and its products, product concepts, any research results, research ideas and concepts, technologies, businesses, financial, marketing, manufacturing processes and procedures, business processes, methodologies or analytical techniques, computer software and/or source code, or those of any third party from whom ZS Associates receives information on a confidential basis, whether written, graphic or oral, furnished to Member by or on behalf of ZS Associates, either directly or indirectly, or obtained or observed by Member in connection with the Purpose.

Confidentiality Obligation: Member agrees: (i) to hold ZS Associates’ Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information from unauthorized disclosure (including all precautions Member employs with respect to its own confidential material), (ii) not to divulge any such Confidential Information to any third person, (iii) not to make any use whatsoever at any time of such Confidential Information except for the Purpose, and (iv) not to replicate or reverse engineer any such Confidential Information. Nothing herein shall be deemed to restrict ZS Associates use of its own Confidential Information. Further, Member agrees to use ZS Associates’ Confidential Information solely in connection with the Purpose as set forth in this Agreement. Member will advise ZS Associates in writing of any misappropriation or misuse of the Confidential Information of which Member becomes aware. Member will maintain the Confidential Information with at least the same degree of care it uses to protect its own proprietary information of a similar nature, but no less than reasonable degree of care under the circumstances.

Personal Data: If Member provides personal data (including sensitive personal data) as defined by applicable privacy or data protection laws (“Personal Data”), Member consents to ZS Associates processing such Personal Data for the Purpose. Further, Member hereby consents to receipt of email communications from ZS Associates regarding information and activities relevant to the ZS Technology Advisory Board.

Member Information: Member agrees that this Agreement does not protect disclosure made by Member to ZS Associates. In addition, ZS Associates does not wish to receive confidential, proprietary or trade secret information from Member in connection with the Purpose.

Exceptions: The confidentiality obligation shall not be applicable with respect to any information that Member can demonstrate: (i) is or has become (through no improper action or inaction by Member generally available to the public, (ii) was properly in its possession or known by it, without restriction, prior to receipt from ZS Associates, (iii) was rightfully disclosed to it by a third party without restriction, (iv) was independently developed by Member without use of or reference to ZS Associates’ Confidential Information, or (v) was authorized to be disclosed in writing by ZS Associates. Member may also make disclosures as may be and to the extent required by law or court order provided Member promptly notifies ZS Associates in writing about such disclosure requirement. 

Disclaimer: Member warrants it has the right to make the disclosures under this Agreement and has permission from its employer to participate on the ZS Technology Advisory Board. The Confidential Information is disclosed hereunder “as is” without any other warranty. For the avoidance of any doubt, the ownership of all intellectual property rights in the Confidential Information disclosed hereunder remains with its original owner, and no grant of license or conveyance of any intellectual property rights in such Confidential Information is to be implied from the mere sharing of such information under this Agreement.

Feedback: ZS Associates shall be free to use, for its own business purposes, any ideas, suggestions, concepts, know-how or techniques contained in information received from the Member (“Feedback”).  ZS Associates shall be free to use, disclose, reproduce, license, incorporate or otherwise distribute Feedback as it sees fit, without obligation or restriction of any kind on account of intellectual property rights or otherwise; provided that such Feedback shall not contain any specific or identifiable elements unique to Member.  ZS Associates will not be prohibited or restricted at any time by the Member from utilizing any skills or knowledge of a general nature.

Injunctive Relief: Member acknowledges that due to the unique nature of ZS Associates’ Confidential Information, any breach of its obligations hereunder will result in irreparable harm to ZS Associates, and therefore, upon any such breach or threat thereof, ZS Associates shall be entitled to seek appropriate equitable relief including the relief of injunction and/or specific performance, in addition to any other remedies available at law.

General: This Agreement shall be governed by and construed in accordance with the laws (excluding the law of conflict of laws) of the State of Illinois.  No representation or promise relating to and no amendment of the Agreement shall be binding unless it is in writing and signed by both Parties.  The Parties agree to be bound by any applicable export control regulations. This Agreement shall not be assigned by either Party except with the prior written consent of the other Party.  In the event that any of the provisions contained in the Agreement are held to be unenforceable, the Agreement shall be construed without such provisions. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions or agreements relating to the subject matter hereof, including any agreements between ZS Associates and the employer of Member.