Agreement for Participation in Rocket Customer Advisory Board (CAB)

Thank you for volunteering to participate in a Rocket advisory board (“Board”) for Rocket product-focused technologies (“Technologies”).  This Agreement is between Rocket Software Inc. (“Rocket”) and the individual, company or other legal entity identified in the signature block below (“You”).  It is a specialized agreement exclusively for Board activities which involve a one-away flow of confidential information from Rocket to participants (each a “Participant”), the confidential information including pre-release Rocket technical and business information; and non-confidential feedback from Participants.   Boards may be called “Customer Advisory Board”, “Technical Advisory Board” or other title.  Board activities are intended to include user-centered design sessions that meet the preceding criteria.  Although Your participation may initially be in only one Board, You may subsequently volunteer and be accepted to participate in other Boards.  Rocket will confirm Your participation in each subsequent Board in writing specifying the Technologies involved and the Rocket organization sponsoring that Board.  This Agreement provides the terms of Your participation in each Board and supercedes the terms and conditions of any other agreement between the parties for such activities.

BY CLICKING “I AGREE”, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE “I ACCEPT”. YOUR RIGHTS AND OBLIGATIONS ARE SUBJECT TO THE TERMS OF THE AGREEMENT ON OR AFTER THE DATE YOU ACCEPT IT.

PURPOSE AND ACTIVITIES OF THE BOARD
The purpose of the Board is for Participants and Rocket to discuss business and technical requirements and features that will enable Rocket to improve its development and marketing of Rocket products and services (“Purpose”).
Each Participant will designate one or more of its employees as representatives, up to the maximum number Rocket indicates for that Board, (“Participant Representatives”) who will take part in Board activities which will include communication amongst Rocket and Participants related to the Purpose.  Communication may take the form of face-to-face meetings, telephone calls, traditional mail, usability sessions, electronic communication such as Web sites and e-mail, and other means.  Rocket may provide to each Participant Representative a unique access ID and password for a Rocket Web site intended to be used by the Participant Representative only.   Participant will notify Rocket promptly if:  (a) Participant wishes to change any of its Participant Representatives, or (b) a Participant Representative ceases to be employed by Participant.

1.  INFORMATION

In the course of Board activities, Rocket may disclose information about its products and services that it does not wish to become public (“Information”).  Rocket will identify its Information as confidential at the time of disclosure.

a) The following terms apply to disclosure of Information:

1. Description.  Information my include Rocket’s: (i) descriptions of designs, features, functionality, test and performance plans and results and business plans for current and unreleased Rocket  products, potential products or technologies; (ii) details about the Board activities, such as names of Participants, Participant Representatives and their contact details (such as telephone numbers, e-mail addresses), dates and locations of Board meetings and calls, and Rocket Web site ID and password;  and (iii) utility software (“Utilities”) which Rocket may provide in order to obtain insight into how Participant uses one or more Technologies.  If Rocket provides pre-release (e.g. beta) copies of software products/technologies, it will be under the terms of a separate agreement.
2. Obligation.  For five (5) years after Information is disclosed, Participant will: (i) use the same care and discretion, but no less than a reasonable degree of care and discretion, to avoid disclosure of Information as Participant uses with its own similar information which it does not wish to disclose, and (ii) use the Information solely for the Purpose.   At or before the end of the five year period, Participant shall destroy all copies of Information in Participant’s Possession.  If Rocket provides Utilities, Participant: (i) may make a reasonable number of copies of Utilities and use initial and subsequent copies only with Technologies; and (ii) will cease using and promptly destroy all its copies of the Utilities when requested by Rocket.
3. Exceptions.  Participant may disclose information to Participant’s employees who have a need to know to support Participant’s participation on a Board.  Participant may disclose information to the extent required by law, but must give Rocket reasonable prior notice to allow Rocket a reasonable opportunity to obtain a protective order.  Notwithstanding the foregoing, no obligation will apply to information that is: (i) already rightfully in possession of, or rightfully received by, Participant without a nondisclosure obligation; (ii) developed independently by Participant; (iii) publicly available when received, or thereafter becomes publicly available through no fault of Participant: or (iv) disclosed by Rocket to a third party without a nondisclosure obligation.

b) Contract Information.  Participant agrees to allow Rocket and its subcontractors to store and use Participant’s contact information, including names, phone numbers, and e-mail addresses in connection with Participant’s participation on the Board.  Further, such information may be provided as necessary to contractors, Business Partners, and assignees of Rocket solely to further the Purpose of the Board.

c) Participant communication.  You agree that You will use the information of other Participants only for the Purpose described in section 1 above.

d) Freedom of action.  This Agreement is nonexclusive, and each party may pursue other activities independently with others, even if similar to activities described herein.  Except as expressly provided herein, Rocket does not wish to receive any information that is confidential to Participant or any other party.  Notwithstanding any of the foregoing, Participant grants Rocket a perpetual, irrevocable, royalty-free, worldwide license, include a copyright license, to Rocket to use, for any purpose, any ideas, concepts and know-how that are provided by Participant in connection with Board activities or the Purpose.  Participant will retain ownership of its information, subject to this license.

2.  WARRANTIES; DISCLAIMERS: LIMITATION OF LIABILITY

a) Participant warrants that it is under no prior obligation which would prevent Participant or any Participant Representative from participating fully under this Agreement or which would create a conflict of interest with its participation.  Participant will immediately provide Rocket notice of any change that may affect Participant’s representations and warranties.

b) All INFORMATION IS PROVIDED SOLELY ON AN “AS IS” BASIS.  Rocket will not be liable for any damages arising out of Participant’s use of any information.  Rocket may refer to programs and products that are not currently for sale, so any disclosure of such information is neither an offer for sale  nor a solicitation for business.  Rocket may change or cancel its plans at any time, so any use by Participant of Information is solely at Participant’s own risk.  Except as expressly provided otherwise herein, neither this Agreement, nor any disclosure of Information hereunder, in any way: (i) grants to either party any right or license under any copyright, patent, mask work or trademark now or hereafter owned or controlled by the other party;  (ii) obligates either party to disclose or receive any Information, perform any work, enter into any license, business engagement or other agreement; (iii) limits either party from developing, manufacturing, acquiring or marketing products or services; (iv) limits either party from assigning or reassigning its employees in any way; (v) creates any joint relationship or authorizes either party to act  or speak on behalf of the other; or (vi) limits either party from entering into any business relationship with any other party.

c) Nothing in this Agreement shall be construed as creating any right or cause of action for any third party or as making Rocket responsible for any third party claims against Participant.  ROCKET SHALL NOT BE LIABLE FOR ANY CLAIM REGARDING THE DISCLOSURE, USE, OR OTHER TREATMENT OF ANY PARTICIPANT’S INFORMATION BY ANY OTHER PARTICIPANT.

d) Neither party is responsible for failure to fulfill any of its obligations due to causes beyond its control.

3.  GENERAL

a) Costs.  Unless otherwise agreed by the parties in writing, Participant and Rocket will each pay their own expenses, such as travel and living, etc., in connection with activities under this Agreement.

b) Assignment.  Participant may not assign or otherwise transfer its rights or delegate its duties or obligations under this Agreement without the prior written consent of Rocket.  Any attempt to do so will be void.

c) Term and Termination.  This Agreement begins when Participant accepts it, and shall remain in effect unless terminated as provided herein.  Participant may withdraw from any Board at any time.  Either party may terminate this Agreement by providing one month’s written notice to the other.  Any provision of this Agreement which by its nature extends beyond its termination shall remain in effect until fulfilled and apply to our respective successors and authorized assigns.

d) Governing Law.   This Agreement is governed by the laws of the Commonwealth of Massachusetts, applicable to agreements fully executed and performed within the Commonwealth of Massachusetts.  In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.

e) Entire Agreement.  This Agreement is the complete and exclusive agreement regarding disclosures of Information in relation to Board activities, and replaces any prior oral or written communications between us relating thereto.  Once signed, any reproduction of this Agreement made by reliable means (for example, photocopy of facsimile) is considered an original.  Only a written agreement signed by both Participant and Rocket can modify this Agreement.