In consideration of my participation in the development of a certification program for CertNexus as a Subject Matter Expert (SME) or committee member—whether as part of a scheme committee or any ad hoc committee to which I am appointed—agree as follows:
- I will keep confidential and secret any and all information, including, but not limited to, examinations, test questions, test question responses and answers, analyses, studies, all related materials, and other nonpublic records and information, that are disclosed to me as a result of my participation in any CertNexus project or that I develop, alone or with any third party, during my participation in any CertNexus project (“Confidential Information”).
- I will treat all Confidential Information as CertNexus’ sole property and proprietary information and take all steps necessary to ensure its confidentiality. I will use Confidential Information only as needed to carry out the purposes of CertNexus or my duties as a SME or committee member. Except for the purposes of carrying out such duties, I will not copy or otherwise duplicate Confidential Information or knowingly allow anyone else to copy or otherwise duplicate Confidential Information.
- I will return to CertNexus all Confidential Information in my possession or control at the completion of my service as a SME or committee member, or upon CertNexus’ request, whichever is earlier.
- Upon discovery of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information, I will promptly inform CertNexus in writing of such unauthorized use or disclosure. I will cooperate with CertNexus in every reasonable way to help CertNexus regain possession of Confidential Information and prevent its further unauthorized use or disclosure.
- CertNexus will own all Confidential Information, including, but not limited to, test questions, test question responses and answers, and related materials developed, reviewed, or revised by me, either alone or jointly with any third party, related to any CertNexus certification program. I agree that no transfer of ownership, nor any license or right, in any Confidential Information is granted to or conferred upon me in this Agreement, by any disclosure of such Confidential Information by CertNexus, or by my participating in a CertNexus certification program.
- The material that I develop or help to develop as a SME or committee member is work specially ordered or commissioned by CertNexus for use as part of a certification program test or as related test question or answer material. I expressly agree that all such work shall be considered a work for hire under copyright law and the sole property of CertNexus.
- I hereby transfer or assign to CertNexus any copyright ownership or right I may have in or to all current or prior CertNexus certification program test questions and answers developed, reviewed, or revised by me, either alone or jointly with others, and agree to execute and deliver to CertNexus any further documents as requested by CertNexus to facilitate such transfer or assignment.
- I agree that only original material not owned by any other person will be submitted by me to CertNexus. If material from any other source is used for any test item or related materials submitted by me, I will notify CertNexus in writing of such source at the time such test item or related material is submitted. In carrying out my duties as a SME or committee member, I will do nothing that will violate or infringe the rights of any other person.
- I will not use my participation in any CertNexus certification program or status as a SME or committee member for commercial purposes that directly result in individual profit. I will provide open communication to CertNexus regarding any promotional efforts I will take in which the program will be mentioned. I will take measures to ensure that any promotion of my participation in a CertNexus certification program cannot be perceived as a threat to my impartiality in regard to any related exam materials.
- I will not participate in the creation, publication, review, or revision of any training material of any kind, in any medium whatsoever, that discusses any CertNexus certification program or related CertNexus certification examination; mentions my participation in any CertNexus certification program as a subject matter expert or committee member, or in the development or review of any CertNexus certification examination or test questions; or purports to provide training for, preparation for, or information about any CertNexus certification program or any related CertNexus certification examination. This does not preclude me from participating in the development of training for other certifications that may pertain to similar subject matter, as long as it is not the specific exam to which I have contributed.
- I agree that CertNexus shall be entitled to injunctive or equitable relief to prevent or curtail any actual or threatened breach of the provisions of this Agreement by me and CertNexus shall be entitled to recovery of reasonable attorneys’ fees incurred in any such action.
- I agree that any and all disputes arising hereunder shall be governed by and interpreted in accordance with the laws of the United States of America and the laws of the State of New York. I hereby submit to the jurisdiction of the state and federal courts of the State of New York for the resolution of any such disputes and waive any objection to the propriety or convenience of venue in such courts.