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(V1 October 14, 2024)

CUSTOMER ADVISORY FORUM AGREEMENT

THIS CUSTOMER ADVISORY FORUM AGREEMENT is made effective as of the acceptance of this agreement (the "Effective Date") by and between Schlage Lock Company LLC, having offices at 11819 N. Pennsylvania Street, Carmel, Indiana 46032 USA (the "Company"), and the individual accepting this agreement (the "Advisor").

RECITALS

  1. Company desires to obtain the services of Advisor to serve on the Company’s Customer Advisory Forum, and the Advisor desires to serve on the forum, upon the following terms and conditions.
  2. Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which Company considers vital to its business and goodwill.
  3. The Proprietary Information may necessarily be communicated to or received by Advisor in the course of serving on the forum for the Company, and Company desires to obtain the Services of Advisor, only if, in doing so, it can protect its Proprietary Information and goodwill.
  4. Company does not, however, desire to receive from Advisor, or for Advisor to either induce the use of or use in connection with the performance of the Services, any information which is confidential to or ownership of which resides in a third party, whether acquired either prior to or subsequent to Advisor's retention hereunder.

AGREEMENT

NOW, THEREFORE, the parties hereto hereby agree as follows:

  1. Advisory Forum Member. Company hereby retains Advisor to serve on its Customer Advisory Forum. The term of this Agreement (the “Term”) shall be the period commencing on the Effective Date and terminating twelve (12) months thereafter unless extended or earlier terminated by the Company in its sole discretion for any reason.
  2. Position, Duties, Responsibilities.
    1. Duties. Advisor shall perform those services (“Services”) as reasonably requested by the Company from time to time, including but not limited to:
      • Meet via Teams or Zoom once a quarter to discuss Schlage Home and topics as per business need. Advisor is hereby informed and acknowledges that all meetings conducted as part of the Customer Advisory Forum may be recorded by the Company. These recordings may be used for internal purposes, including but not limited to, review, analysis, and record-keeping. By participating in these meetings, Advisor consents to such recordings and the Company's use of them as described herein.
      • Members will not be allowed to share any information discussed in our meetings outside the Customer Advisory Forum.
      • Members will provide feedback on the user experience for the Schlage Home production release.
      • Members will provide feedback on the user experience, on the product roadmap and future direction of Schlage Home.
      • Provide feedback on any marketing activity, or marketing content.
      • Provide any feedback for survey feedback vehicles.
    2. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an independent contractor, and not the employee, agent, joint venturer, or partner of Company for any purposes whatsoever. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated.
  3. Compensation. Advisor acknowledges and agrees that there shall be no expectation of compensation for Services rendered under this Agreement. Any compensation provided to the Advisor shall be at the sole discretion of the Company and may be determined on a case-by-case basis.
  4. Proprietary Information; Work Product; Non-Disclosure.
    • Defined. Company has conceived, developed and owns, and continues to conceive and develop, certain property rights and information, including but not limited to its business plans and objectives, client and customer information, financial projections, marketing plans, marketing materials, logos, and designs, and technical data, inventions, processes, know-how, algorithms, formulae, franchises, databases, computer programs, computer software, user interfaces, source codes, object codes, architectures and structures, display screens, layouts, development tools and instructions, templates, and other trade secrets, intangible assets and industrial or proprietary property rights which may or may not be related directly or indirectly to Company's business and all documentation, media or other tangible embodiment of or relating to any of the foregoing and all proprietary rights therein of Company (all of which are hereinafter referred to as the "Proprietary Information"). Although certain information may be generally known in the relevant industry, the fact that Company uses it may not be so known. In such instance, the knowledge that Company uses the information would comprise Proprietary Information. Furthermore, the fact that various fragments of information or data may be generally known in the relevant industry does not mean that the manner in which Company combines them, and the results obtained thereby, are known. In such instance, that would also comprise Proprietary Information.
    • General Restrictions on Use. Advisor agrees to hold all Proprietary Information in confidence and not to, directly or indirectly, disclose, use, copy, publish, summarize, or remove from Company any Proprietary Information, except (i) during the consulting relationship to the extent authorized and necessary to carry out Advisor's responsibilities under this Agreement, and (ii) after termination of the consulting relationship, only as specifically authorized in writing by Company. Notwithstanding the foregoing, such restrictions shall not apply to: (x) information which Advisor can show was rightfully in Advisor's possession at the time of disclosure by Company; (y) information which Advisor can show was received from a third party who lawfully developed the information independently of Company or obtained such information from Company under conditions which did not require that it be held in confidence; or (z) information which, at the time of disclosure, is generally available to the public.
    • Ownership of Work Product. All Work Product developed in connection with Advisor’s activities as a member of the Customer Advisory Forum shall belong exclusively to Company and its designees. If by operation of law, any of the Work Product, including all related intellectual property rights, is not owned in its entirety by Company automatically upon creation thereof, then Advisor agrees to assign, and hereby assigns, to Company and its designees the ownership of such Work Product, including all related intellectual property rights. "Work Product" shall mean any writings (including excel, power point, emails, etc.), programming, documentation, data compilations, reports, and any other media, materials, or other objects produced as a result of Advisor's work or delivered by Advisor in the course of performing the Services.
    • Incidents and Further Assurances. Company may obtain and hold in its own name copyrights, registrations, and other protection that may be available. Advisor agrees to provide any assistance required to perfect such protection. Advisor agrees to take sure further actions and execute and deliver such further agreements and other instruments as Company may reasonably request.
    • Return of Proprietary Information. Upon termination of this Agreement, Advisor shall upon request by the Company promptly deliver to Company, all drawings, blueprints, manuals, specification documents, documentation, source or object codes, tape discs and any other storage media, letters, notes, notebooks, reports, flowcharts, and all other materials in its possession or under its control relating to the Proprietary Information and/or Services, as well as all other property belonging to Company which is then in Advisor's possession or under its control. Notwithstanding the foregoing, Advisor shall retain ownership of all works owned by Advisor prior to commencing work for Company hereunder, subject to Company's rights to such works in connection with the Services and any Work Product.
    • Remedies/Additional Confidentiality Agreements. Nothing in this Section is intended to limit any remedy of Company under applicable state or federal law. At the request of Company, Advisor shall also execute Company's "Confidentiality Agreement" or similarly named agreement.
  5. Non-Compete. During the Term, Advisor shall provide the Company with prior notice if Advisor intends to provide any services, as an employee, consultant or otherwise, to any person, company or entity that competes directly with the Company, which written notice shall include the name of the competitor. During the period that is six (6) months after the termination of this Agreement, Advisor shall provide the Company with written notice any time that Advisor provides any services, as an employee, consultant or otherwise, to any person, company or entity that competes directly with the Company.
  6. Non-Disparagement. Following the Effective Date, Advisor shall refrain from making any disparaging, negative or uncomplimentary statements or communications, whether written or oral, regarding the Company. As used in this paragraph, "disparaging" means anything unflattering and/or negative, whether such communication is true or untrue.
  7. Miscellaneous.
    • Notices. All notices required under this Agreement shall be deemed to have been given or made for all purposes upon receipt of such written notice or communication. Notices to each party shall be sent to the address set forth below the party's signature on the signature page of this Agreement. Either party hereto may change the address to which such communications are to be directed by giving written notice to the other party hereto of such change in the manner provided above.
    • Entire Agreement. This Agreement and any documents attached hereto as Exhibits constitute the entire agreement and understanding between the parties with respect to the subject matter herein and therein and supersede and replace any and all prior agreements and understandings, whether oral or written with respect to such matters. The provisions of this Agreement may be waived, altered, amended or replaced in whole or in part only upon the written consent of both parties to this Agreement.
    • Severability, Enforcement. If, for any reason, any provision of this Agreement shall be determined to be invalid or inoperative, the validity and effect of the other provisions herein shall not be affected thereby, provided that no such severability shall be effective if it causes a material detriment to any party.
    • Governing Law. The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Venue for any and all disputes arising out of this Agreement shall be the City of Indianapolis, State of Indiana.
    • Injunctive Relief. The parties agree that in the event of any breach or threatened breach of any of the covenants herein, the damage or imminent damage to the value and the goodwill of Company's business will be irreparable and extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, the parties agree that Company shall be entitled to injunctive relief against Advisor in the event of any breach or threatened breach of any such provisions by Advisor, in addition to any other relief (including damages) available to Company under this Agreement or under applicable state or federal law.
    • Confidentiality and Publicity. The Advisor acknowledges and agrees that participation in the Customer Advisory Forum is confidential. The Advisor shall not disclose, publicize, or otherwise make known their membership or participation in the Forum to any third party without the prior written consent of Company. The Advisor shall not make any public statements, whether in written, oral, or electronic form, regarding their role, membership, or activities within the Forum. This includes, but is not limited to, social media posts, press releases, interviews, and presentations. The Advisor shall not use Company’s name, logo, trademarks, or any other identifying marks in any manner that suggests endorsement or affiliation. Any breach of this provision will be considered a material breach of this Agreement and may result in immediate termination of the Advisor's membership in the Forum, in addition to any other remedies available to Company under law or equity. The obligations of confidentiality and non-publicity set forth in this provision shall survive the termination of this Agreement and remain in effect indefinitely.