By executing this Addendum, and in good and valuable consideration, the receipt of which is hereby acknowledged, the Committee Member and Clarion Events, Inc. (“Clarion”) agree to the following terms and conditions:
1. Clarion may issue login information or provide access to certain services for which the Committee Member must create and use a password. Committee Member shall be solely responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the Committee Member. Committee Member is solely responsible for any and all access and use of any of the platforms or services provided by Clarion that occurs using Committee Member’s logins and passwords issued. Committee Member cannot share passwords. Committee Member agrees to immediately notify Clarion of any unauthorized use of any account or login, or any other known breach of security. Clarion shall have no liability for any loss or damage arising from Committee Member’s failure to comply with these terms.
2. During the term of the Committee Member’s participation in the committee, and for a period of eighteen (18) months immediately following the termination of the committee, Committee Member shall not either directly or indirectly compete with Clarion (as determined by Organizer) or solicit, induce, recruit or encourage any employees of Clarion, or its affiliates, to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of Clarion, or its affiliates, and/or any suppliers, customers, vendors, exhibitors, sponsors, or consultants of the Clarion, or its affiliates, either for Committee Member or for any other person or entity, nor shall Committee Member disparage Clarion or otherwise do or say anything that could reasonably expected to harm the business or interests of reputation of Clarion. In the event of Committee Member’s breach of this clause, Clarion may seek to enforce any and all available rights and remedies against Committee Member, including, but not limited to, injunctive relief and liquidated damages. For the avoidance of doubt, nothing in this Addendum prohibits Clarion from entering into agreements or business relationships with parties with whom Committee Member competes.
3. The parties agree to keep confidential the existence and contents of this Addendum (unless otherwise approved by Clarion in writing), any Clarion confidential information which a reasonable prudent person would consider to be confidential, including information exchanged and developed in the course of the committee, as well as any information of whatever nature concerning the business, finances, assets, liabilities, dealings, transactions, know-how, customers, suppliers, processes or affairs of the other party and the parties agree not to disclose or otherwise make available the same to a third party without the prior written consent of the other party. This obligation of confidentiality shall continue in force for a period of three (3) years following the termination of the committee. These obligations shall not apply to confidential information or any other information that the receiving party can demonstrate:
- is or has become publicly known other than through breach of this Addendum; or
- was in the possession of the receiving party prior to disclosure by the other party without an obligation of confidentiality or such that a reasonable prudent person would not deem the information to be confidential; or
- was received by the receiving party from an independent third party who has full right of disclosure; or
- was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement.
4. All media releases, public announcements and public disclosures by the parties relating to this Addendum or its subject matter, including promotional or marketing material, shall be coordinated between them and mutually approved in writing prior to release.
5. Any and all right, title, and interest to the developments, documentation, ideas, or other intellectual property created through the course of the committee shall rest solely with Clarion. In the event a license is needed for Clarion to use such intellectual property, Committee Member hereby grants a non-exclusive, worldwide, unlimited, non-revocable license to any of Committee Member’s background intellectual property as needed.
6. Prior to the Conference, Committee Members will receive a complimentary full-conference pass to attend. Members are responsible for all travel fees, food and beverage expenses, and hotel accommodations to and from the conference, as well as during the event.
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