ApiaryClub Test Reader’s Confidentiality & Non-Disclosure Agreement
You, an ApiaryClub Test Reader (a “Reader”), have chosen to participate in a focus group test administered by BookHive Focus Group Services (“BookHive”) where you will participate in a project (the “Project”) that will consist of your (1) reading an original Book and then (2) completing a Survey. Your agreement to the following provisions of this ApiaryClub Test Reader’s Confidentiality & Non-Disclosure Agreement (the “Reader’s Agreement”) is a pre-condition to our disclosure of the Book to you and to your being able to participate in the Survey. Please review the following provisions of this Reader’s Agreement and, if you agree, indicate your agreement with the following:
1. You hereby acknowledge and agree that the book, manuscript, or other written work that is provided to you in connection with this Project, as well as all original text, language, sentences, phrases, ideas, concepts, characters, plots, information, and other content contained therein (collectively, the “Book”), are and will remain the exclusive property of the author who wrote the Book (the “Author”). You further acknowledge and agree that the Author retains all rights to the Book and that you acquire no rights or interests therein by virtue of your participation in the Project. You further acknowledge and agree that the Book is essential to the business of the Author and that any disclosure or use of the Book other than in connection with the Project or with the express prior written permission of the Author will give rise to irreparable injury to the Author.
2. You hereby acknowledge and agree that the survey and all original text, language, sentences, phrases, ideas, concepts, characters, plots, information, and other content contained therein or provided to you in connection therewith (collectively, the “Survey”) are and will remain the exclusive property of BookHive. You further acknowledge and agree that BookHive retains all rights to the Survey and that you acquire no rights or interests therein by virtue of your participation in the Project. You further acknowledge and agree that the Survey is essential to the business of BookHive and that any disclosure or use of the Survey other than in connection with the Project or with the express prior written permission of BookHive will give rise to irreparable injury to BookHive.
3. You hereby agree to protect the “CONFIDENTIAL” nature of all of the Confidential Information relating to the Book and/or the Survey that is disclosed during or in connection with this Project. You hereby agree that you will NOT disclose the Confidential Information to anyone (not even to your relatives or best friends). You hereby further agree that, apart from the Project, you will NOT manufacture, sell, deal in, or otherwise use or appropriate the Confidential Information in any way, including but not limited to adaptation, imitation, redesign, or modification. The term “Confidential Information” includes the Book (as defined above), the Survey (as defined above), and any other materials that are provided to you in connection with your participation in the Project. “Confidential Information,” however, does not include information that (1) was known by you prior to the date on which you indicate your agreement with the provisions of this Reader’s Agreement, (2) is at the time of the use or disclosure generally known to the public (other than as a result of an unauthorized use or disclosure), or (3) is expressly approved for use or disclosure by each of BookHive and the Author.
4. You are NOT authorized to, and you hereby agree that you will not, save to your hard drive or otherwise copy or reproduce the Book or any other Confidential Information (including, for the avoidance of doubt, the Survey and any other materials that are provided to you in connection with your participation in the Project). If you do copy or reproduce any Confidential Information in any way, you shall and hereby agree to immediately erase and destroy any such Confidential Information, whether such be in electronic, magnetic, printed, or other form.
5. YOU UNDERSTAND AND AGREE THAT NEITHER BOOKHIVE, NOR THE AUTHOR, NOR ANY THIRD PARTY THAT IS INVOLVED IN THE SURVEY IN ANY MANNER MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION OR AS TO THE QUALITY OR SUBJECT MATTER OF ANY CONTENT OR CREATIVE WORKS COMPRISING ANY ASPECT OF THE “BOOK” OR OTHER TEXTUAL OR AUDIOVISUAL ELEMENTS THAT ARE DISPLAYED OR PERFORMED DURING THE SURVEY, AND THAT NONE OF THE FOREGOING COMPANIES, INDIVIDUALS OR OTHER ENTITIES, NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, OWNERS, AFFILIATES, REPRESENTATIVES OR AGENTS SHALL HAVE ANY LIABILITY OR OBLIGATION TO YOU OR TO ANY THIRD PARTY RESULTING FROM YOUR ELECTION TO PARTICIPATE IN THE PROJECT AND SURVEY, YOUR RECEIPT OF ACCESS TO THE CONFIDENTIAL INFORMATION, OR ANY USE BY YOU OF ANY OF THE CONFIDENTIAL INFORMATION. THE ENTIRE RISK AS TO ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH YOUR VOLUNTARY PARTICIPATION IN THE SURVEY IS EXPRESSLY AND UNCONDITIONALLY ASSUMED BY YOU.
6. You understand and agree that each of BookHive and the Author (together the “Disclosing Parties”) are entitled to commence a lawsuit against you and/or anyone else who uses, misappropriates, or discloses the Confidential Information or any portion thereof without first obtaining the express prior written authorization of each of BookHive and the Author. You further understand and agree that any use, misappropriation, or disclosure of any of the Confidential Information in violation of this Reader’s Agreement will cause the Disclosing Parties irreparable harm, the amount of which may be difficult to ascertain, and therefore agree that each Disclosing Party shall have the right to apply for a court order enjoining any such further use, misappropriation, or disclosure and for such other relief as each Disclosing Party deems appropriate. These rights of the Disclosing Parties are to be in addition to the remedies otherwise available to them. You further agree to indemnify each of the Disclosing Parties against any and all losses, damages, claims or expenses incurred or suffered by one or both of them as a result of your breach of this Reader’s Agreement. You further agree that if either of the Disclosing Parties or both of them prevails in any dispute arising out of or related to this Reader’s Agreement, each of the Disclosing Parties or both of them, as applicable, shall have the right to collect from you its/their reasonable attorney fees and costs and necessary expenditures.
7. This Reader’s Agreement will be governed by and construed in accordance with the laws of the State of New York (excluding that body of law relating to choice of laws) and of the U.S.A., and is for the benefit of the Author, BookHive, and any and all third parties that are involved in any manner with producing the content and presentation of the Book and the Survey. You consent to the exclusive jurisdiction and venue of the federal and state courts located in New York, New York in any action arising out of or relating to this Reader’s Agreement. You waive any other jurisdiction to which you might be entitled by domicile or otherwise.
8. This Reader’s Agreement shall bind and inure to the benefit of each Party’s heirs, successors and assigns. Each of BookHive and the Author may assign this Reader’s Agreement to any party at any time. You shall not assign any of your rights or obligations under this Reader’s Agreement without the express prior written consent of each of BookHive and the Author. Any assignment or transfer in violation of this section shall be void. Thank you, in advance, for your cooperation and understanding regarding these pre-conditions for your participation in the Project and for our disclosure to you of the Book, the Survey, and all other Confidential Information related to the Project.