brand reason

brand reason confidentiality

PASSION REASON

CONFIDENTIALITY AGREEMENT Between

Brand REASON LLC (dba “Brand Reason”) and
Researchscape International (“Counterparty”)

During the course of working with Brand REASON, Counterparty may have access to, have disclosed to it, or otherwise obtain information regarding Brand REASON and its business plans and its clients proprietary information. Counterparty will regard and preserve all such information in trust and confidence for Brand REASON and agrees not to disclose such information to any person, firm or enterprise, or use same for Counterparty’s own benefit or for any purpose other than rendering services to or working with Brand REASON, without first obtaining Brand REASON’s written consent in each instance. Counterparty shall take all reasonable precautions to protect and maintain the confidentiality of such information, and to immediately inform Brand REASON of any disclosure of such information. Upon Brand REASON’s request, Counterparty shall promptly return to Brand REASON or destroy all such information and all copies, summaries, analysis or extracts thereof. It is understood that these obligations shall not apply to: (i) any information received by Counterparty without restriction from a third party who is unaffiliated with Brand REASON and (ii) such information which is or becomes part of the public domain through no fault of Counterparty.

Any proprietary information, trade secrets and working relationships learned about Brand REASON, and their respective clients, must be considered strictly confidential, and may not be disclosed to any third party, either directly or indirectly. Counterparty shall protect all Confidential Information it receives during the term of this Agreement by taking all reasonably necessary and advisable steps, including without limitation implementing the same policies and procedures that they would use to protect their own propriety information, to prevent the unauthorized use, dissemination, and publication of this Information.

Counterparty will not solicit nor accept work from any individual or firm that is a known client of Brand REASON, except as may be approved in writing.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto, each acting under due and proper authority, have executed this Agreement as of June 11th, 2015.

Brand REASON, LLC.

By:
Name: Kevin Williams

Title: Principal

Researchscape International

By:

Name: Tony Cheevers

Title: Vice President, Business Development

brandREASON 25 Strong Street Amherst, MA 01002 www.brandREASON.com

T 413 203 9512 F 413 203 9513