PLEASE READ THIS CAREFULLY! You ("Innovator”) and MacKay & Associates Advisors Inc. ("Challenge Sponsor”) are entering into this Challenge-Specific Agreement ("CSA”) for this particular incentive-based competition ("Challenge”) only. In order to participate in this Challenge, Innovator must accept these terms, and therefore should take the time to understand them.
All Intellectual property rights, if any, in the idea, concept, or activities demonstrated by the Submission will remain with the Innovator. The Innovator retains ownership of the Submission.
Submission may not be acknowledged and will not be received or held "in confidence." The act of submitting a Submission does not create a confidential relationship or obligation of secrecy between Innovator and any of the entities involved in this Challenge.
On behalf of MacKay & Associates Advisors Inc. (“MacKay”), I would like to thank you for exploring the opportunity to become a chair (“Forum Chair”) of one or more CEO and executive peer-to-peer forum groups (“Group Forums”). Our Group Forums provide a unique opportunity for CEOs and Executives (“Members”) to discuss matters relating to leadership, management skills and business development in a confidential environment. In order for both of us to assess whether having you join MacKay as a Chair is a good fit, we will be disclosing to you confidential and proprietary information about MacKay and the Group Forum program we offer. We therefore require that you enter into this letter agreement regarding the use and ownership of what we will be sharing with you.
Our willingness to provide Confidential Information (as defined below) to you is subject to your acknowledgment and agreement to be bound to the terms set out in the balance of this letter.
CONFIDENTIALITY – You agree:
a. that the term “Confidential Information” means any confidential or competitively- sensitive information and materials that are the property of or relate to MacKay, the Forums or the Members whether disclosed in the Manual, in any training by MacKay or elsewhere. Confidential Information shall include, without limitation, (i) the trade secrets, methodologies and practices of MacKay and the Members, (ii) the identity of and personal and financial information regarding the Members, (iii) financial and operational information, data, ideas or other information of MacKay and the Members, (iv) any method, product, process, program or software designed for or used by MacKay, or any document, other writing or instrument, memorandum, notes, recordings or other creation concerning the business dealings of MacKay and the Members including anything disclosed by any Member at any meeting; provided that, Confidential Information shall not include information that is or becomes generally available to the public (other than as a result of a breach of this Agreement by you), is or becomes known to you on a non- confidential basis from a source other than MacKay or the Members, or is approved in writing by MacKay for disclosure by you;
b. that Confidential Information shall be considered confidential and shall not be disclosed to anyone without the prior written consent of MacKay;
c. not to use any Confidential Information for any other purpose other than in connection with a discussion during a Group Forum;
d. not to make any notes, recordings or any other reproductions of any Confidential Information without the prior written consent of MacKay and, upon request of MacKay to return to MacKay any such notes, recordings or reproductions you make with MacKay’s consent;
e. to report any disclosure of Confidential Information to MacKay immediately;
f. that MacKay is the sole and exclusive owner of all Confidential Information and that you are not acquiring any interest in the Confidential Information and will assert no claim to the Confidential Information;
g. not to use the directories and e-mail addresses of the Members for solicitation of business or compile marketing and contact lists of any kind; and
h. that the foregoing agreements shall survive any termination of your relationship with MacKay and this Agreement.
To the extent that you disclose to MacKay your client/CEO contact list and related information (“Applicant Information”) MacKay agrees to treat such Applicant Information as confidential, and agrees not to disclose Applicant Information to anyone and not to use any Confidential Information for any other purpose other than in connection with assisting you in your role as a Forum Chair. Should you or MacKay decide not to enter into an agreement appointing you as a Forum Chair or upon termination of your engagement as a Forum Chair, MacKay agrees to destroy any Applicant Information in its possession.
Notwithstanding the foregoing, nothing shall prohibit MacKay or any of its Forum Chairs from continuing or pursuing discussions with any potential new Member of a Group Forum, provided that the Applicant Information is not used in any way by MacKay or its Forum Chairs for this purpose.
For further clarity, we market to CEOs, executives and business owners on an ongoing basis. These CEOs and executives become known to us through our relationships with our alliance partners, the news media, Member referrals, market research, existing Chair prospect lists and other sources. We will not share your list with anyone or solicit anyone from your list, however by virtue of a name being on your list it does not preclude us from continuing to marketing to those individuals to the extent that they are known to us or become known to us through other sources or means.
COURT REQUIRED DISCLOSURE – You agree to immediately notify MacKay if required by a court or other body to disclose any Confidential Information.
REMEDY ON DEFAULT – You acknowledge and agree that unauthorized disclosure of Confidential Information may cause damages to MacKay and/or a MacKay Member or guest which monetary damages may not be sufficient to compensate and as a result, MacKay shall be entitled to obtain a temporary and/or permanent injunction from a court in the case of any breach or threatened breach by you of the Confidentiality agreements (as set out above), in addition to any other available remedy to MacKay at law or in equity.
BACKGROUND CHECK – You agree that MacKay may perform a standard check of public records for criminal history. Your signed acceptance below shall constitute your permission to proceed with the criminal history check.
INDEMNIFICATION – You agree to indemnify, hold harmless, and defend MacKay and its officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited lawyer’s fees and expenses on a solicitor own client basis) incurred as a result of your breach of this Agreement. This obligation shall survive any termination of your relationship with MacKay and this Agreement.
GENERAL – This Agreement is binding upon your successors and assigns, and shall enure to the benefit of MacKay’s successors and assigns and shall be governed by and construed in accordance with the laws of the Province of British Columbia, without regard to principles of choice of law or conflicts of law.
Please complete and sign the Acceptance below on the attached duplicate of this letter of agreement and return to us. We look forward to having you join us for a Group Forum.
MacKay & Associates Advisors Inc.