Global Innovation Challenge

INNOVATION CHALLENGE CONFIDENTIALITY AGREEMENT

This Standard Confidentiality Agreement (this "Agreement") concerns your participation and entry in the Innovation Challenge® (the "Contest") sponsored by Idea Crossing, Inc., (the "Sponsor").

1. You acknowledge and agree that participation and entry in the Contest constituted your full and unconditional agreement to and acceptance of the Contest's "Official Contest Rules".

2. You acknowledge and agree that under the Official Contest Rules, you agreed to execute and return this Agreement.

3. You acknowledge and agree that in the course of the Contest that you will have access to confidential information concerning the Sponsor and the Contest's sponsoring companies (including, but not limited to, financial information, methods of operation, business and marketing plans, customer information and technology and any other information provided that by its nature or method of disclosure a reasonable party would understand to be confidential) (collectively, the "Confidential Information"). You agree that Confidential Information and all related intellectual property rights embodied therein are, and shall remain at all times, the property of the Sponsor and the Contest's sponsoring companies, as applicable. During the term of the Contest and after the termination of the Contest, you agree to keep Confidential Information in strict confidence and not to disclose Confidential Information to any third person or otherwise directly or indirectly use Confidential Information. Except as necessary to perform your work under the Contest, you agree not to permit any person other than the Sponsor or its authorized representatives to examine and/or make copies of any documents or other materials that constitute or contain Confidential Information. Upon termination of the Contest and the Sponsor's request, you agree to return to the Sponsor all documents and other materials in your possession or under your control that constitute or contain Confidential Information or that are owned by the Sponsor or the Contest's sponsoring companies.

4. You acknowledge and agree that all developments and work product that you make or conceive either solely or jointly in performing your work for the Contest and all intellectual property rights embodied therein (collectively, "Work Product") shall be considered to be "work made for hire" and shall be owned exclusively by the Sponsor. To the extent that any Work Product does not constitute a "work made for hire" under applicable law or exclusive ownership of any Work Product is not fully and effectively vested in the Sponsor, you hereby assign to the Sponsor all right, title and interest in such Work Product. You agree to execute such further assignments and take such further actions as may be deemed necessary by the Sponsor to effectuate the intent of this paragraph.

5. You acknowledge and agree that you are not an employee of the Sponsor or any of the Contest's sponsoring companies. You acknowledge and agree that you have no right to seek, and shall not seek, compensation from the Sponsor or any of the Contest's sponsoring companies for any work related to the Contest.

6. You agree to indemnify the Sponsor, any of the Contest's sponsoring companies and their respective directors, officers, employees, attorneys and other agents or representatives (the “Indemnified Parties”) against all costs, fees, expenses, damages and liabilities associated with any breach of this Agreement or the Official Rules, or any violations of any local, state or federal law in conjunction with your participation in the Contest. You acknowledge and agree that any breach of your foregoing obligations may give rise to irreparable injury to the Indemnified Parties and, therefore, you agree that the Indemnified Parties shall be entitled to equitable relief, including injunction and specific performance, in the event of any such breach. This right to equitable relief is in addition to all other remedies available to the Indemnified Parties at law or in equity.

7. Your foregoing obligations and this Agreement shall survive indefinitely, regardless of termination of your work for the Contest by you or the termination the Contest by the Sponsor. This Agreement and the Official Rules constitute the entire understanding and agreement among you and the Sponsor and any of the Contest's sponsoring companies, and supersedes any and all prior or contemporaneous oral or written communications, with respect to the subject matter hereof. The terms and conditions of this Agreement may not be amended, waived or modified, except in a writing signed by the Sponsor. No failure or delay of any party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any rights or remedies preclude any further or other exercise of the same or any other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be construed as a waiver thereof with respect to any other circumstances. If any provision of this Agreement, or the application of such provision to any person or circumstances, shall be held invalid, then the remainder of this Agreement, or the application of such provision in all other respects, shall not be affected thereby and shall nevertheless be enforced to the maximum extent consistent with the intent of this Agreement. This Agreement may not be assigned or transferred (by operation of law or otherwise) by you without the Sponsor's prior written consent. This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to its conflict of laws principles. 

“Click-wrap” acceptance of this Agreement shall constitute effective execution and delivery of this Agreement by you.