ResearchEX Shopper Agreement & Full Non Disclosure Agreement

RESEARCH EX SHOPPER AGREEMENT

Between “The Company” and the “Shopper”. “The Company” is defined as “ResearchEX” and the “Undersigned” as the Shopper performing the agreed-upon duties and responsibilities.

Confidentiality

I, the Undersigned, acknowledge that by reason of my relationship to The Company hereunder, I will have access to certain information and materials concerning and belonging to The Company. The Company’s Shop Reports, Online Shopper System, Procedures & Guidelines Manual, business plans, customers, technology, and products are confidential and of substantial value to The Company, which value would be impaired if such information were disclosed to third parties.

I agree that I shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to me by The Company. In the event of the termination of this Agreement, there shall be no use or disclosure by me of any confidential information of The Company, including copyrights, know-how, or trade secrets.

Training Materials and Instruction, Standards for Professional Behavior

I agree to keep confidential The Company’s training materials and instructions in the New Shopper Training Class confidential, and that I will abide by the Procedures and Guidelines while conducting shop assignments for The Company. I understand that I am representing The Company when I am conducting shop assignments, and I agree to behave in a professional manner on all assignments.

Reimbursements

I understand that I will be reimbursed for my shop expenses, a) as defined in The Company’s Procedures and Guidelines Manual and Survey Guidelines, provided me for said shop assignment(s) and b) for submitting a complete and accurate report that is:

Written and formatted in accordance with The Company’s Procedures and Guidelines, and in accordance with the Guidelines provided with each survey.
Completed within the Report Delivery Deadline published by the company and discussed in The Company’s New Shopper Training Class.
I understand that reviews that are incomplete or are turned after the deadline, without permission from The Company, are not eligible for reimbursement. I understand that if I violate The Company’s Procedures and Guidelines or Standards for Professional Behavior, I jeopardize my reimbursement.

FULL NON DISCLOSURE AGREEMENT

This CONFIDENTIALITY AGREEMENT (herein referred to as “Agreement”) is made and entered into as of this day "As listed in this system" between "Shopper" as listed in this sytem and INVISION CONSULTING herein referred to as the “Company”)(herein referred as “Recipient”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Recipient hereby agrees as follows:

1. CONFIDENTIAL INFORMATION

For purposes of this Agreement, Confidential Information shall mean all Company information both written and oral, involving strategic and development plans, financial statements, products and services, financial condition, pricing data, business plans, co-developer identities, data, business records, customer lists, project records, correspondence, market reports, employee lists and employee information, suppliers and vendor lists, recipes, formulas, business manuals, policies and procedures, ideas, concepts, systems, practices, methods, techniques, processes, studies, technologies, inventions, discoveries or theory and all other information which may be disclosed by the Company or to which the Recipient may be provided access by the Company or others in accordance with this Agreement, or which is generated as a result of or in connection with the Company’s business purposes which is generally not made available to the public.

2. RECIPIENT’S OBLIGATIONS

Recipient promises and agrees to hold the Confidential Information including any such information developed by Recipient for the Company in confidence.

Recipient further promises and agrees:

to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure and not disclose same to any person or entity other than employees or agents of Recipient who need to know the Confidential Information and in those instances only to the extent justifiable by that need,
not to use any of the Confidential Information except for the business purposes of the Company,
not to, directly or indirectly reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information for any purpose whatsoever except as specifically authorized by the Company in accordance with this Agreement,
to keep record of the Confidential Information furnished by the Company and its location and to return upon request of the Company, all Confidential Information received in written or tangible form, including copies or reproductions within ten (10) days of such request.
that in the event that Recipient becomes legally compelled by deposition, interrogation, subpoena, civil investigative demand or similar process to disclose any of the information, the Recipient so compelled shall provide the Company with prompt prior written notice of such requirement so the Company may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that the Company does not obtain Protective Order, the Recipient agrees to furnish only the portion of the Confidential Information, which it is advised by written opinion of counsel is legally required.

3. EXCEPTIONS

The confidentiality obligations hereunder shall not apply to:

information which is, or later becomes lawfully obtainable from other non-confidential sources,
information that was known to Recipient prior to the disclosure thereof by Company to Recipient; as evidenced by written records,
information that the Company waives the Recipient’s duty as to the confidentiality in writing.

4. NO RIGHT TO CONFIDENTIAL INFORMATION

Recipient hereby agrees and acknowledges that no license, either express or implied, is hereby granted to Recipient by the Company to use any of the Confidential Information and that all Confidential Information, even if created by Recipient shall be the exclusive property of the Company and the Recipient has no right or title thereto. Company makes no representation or warranty as to the accuracy or completeness of the Confidential Information and Recipient agrees that Company and its employees and agents shall have no liability to Recipient resulting from any use of the Confidential Information.

5. OBLIGATIONS

Nothing in this Agreement shall impose any obligation upon either party to consummate a transaction, to enter into any discussion or negotiations with respect thereto, or to take any other action not expressly agreed to herein. Neither party shall have any obligation to the other for any action such other party may take or refrain from taking based on or otherwise attributable to any information (whether or not constituting Confidential Information) furnished to such other party hereunder.

6. NO PUBLICITY

Neither party hereto shall in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this Confidentiality Agreement or the discussions or negotiations covered by this Confidentiality Agreement without the prior written consent of the other party.

7. ENTIRE AGREEMENT

This Confidentiality Agreement represents the entire agreement between the parties with respect to the subject matter contained herein.

Recipient’s obligations with respect to the Confidential Information hereunder shall continue in full force and effect until further written notice from Company.

IN WITNESS THEREOF, the undersigned parties have hereby executed this Agreement through their duly-authorized representatives as of the date first written above.

Shopper Agreement

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Full Non Disclosure Agreement

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