Medidata Academy Confidentiality Agreement

MEDIDATA SOLUTIONS, INC. CONFIDENTIALITY AGREEMENT

READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. IF YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS CERTIFICATION AGREEMENT, PLEASE INDICATE THIS BY SELECTING THE “ACCEPT” BUTTON. SELECT “DECLINE” IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS SET OUT BELOW. IF YOU DO NOT ACCEPT THE TERMS OF THIS CONFIDENTIALITY AGREEMENT AND YOU WILL NOT BE PERMITTED TO PARTICIPATE IN MEDIDATA ACADEMY TRAINING.

THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE FROM TIME TO TIME IN MEDIDATA’S SOLE DISCRETION. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS CAREFULLY.

This Confidentiality Agreement (the “Agreement”) is entered into between you and Medidata Solutions, Inc. (“Medidata”) as of the date of your acceptance (the “Effective Date”).

YOU AND MEDIDATA AGREE TO THE FOLLOWING:

  1. CONFIDENTIALITY AND INTELLECTUAL PROPERTY OWNERSHIP

    1.1. Confidentiality. Medidata makes training courses available to users of its applications solely for personal training in connection with Medidata Academy courses. You are expressly prohibited from disclosing, publishing, reproducing, or transmitting any course materials, certification exams and any related information (known collectively as “Confidential Information”), in whole or in part, in any form or by any means, oral or written, electronic or mechanical, for any purpose. A disclosure of Confidential Information by any means in violation of this Agreement.

    1.2. Intellectual Property Ownership. Medidata retains all rights, title and interest in and to all Courses, Confidential Information and related information, content, data, exams, materials, and all copyrights, patent rights, trademark rights and other proprietary rights therein (collectively “Medidata Proprietary Information”). All rights in Medidata Proprietary Information are expressly reserved to Medidata. Medidata may pursue all available remedies to protect Medidata Proprietary Information, which may include prosecution to the maximum extent possible under applicable laws and to seek, to the fullest extent of applicable law, civil and criminal penalties.

  2. LIMITATION OF LIABILITY

    IN NO EVENT SHALL MEDIDATA BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF MEDIDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. MEDIDATA’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE COURSE FEE YOU PAID TO MEDIDATA FOR YOUR MOST RECENT CLASS.

If you do not agree to the terms set forth in this Section 2, select “Decline”, in which case you shall not be permitted to participate in the course.

3. ASSIGNMENTS
You may not assign any rights, licenses or obligations received under this Agreement to anyone. Any attempted assignment in violation of this Agreement is null and void and without effect.

4. MISCELLANEOUS
4.1. Waiver and Modification. You waive any right to challenge the validity and enforceability of this

Agreement on the grounds that it was transmitted and entered into electronically. You agree that entering into the Agreement electronically is equivalent to signing the Agreement. Failure by either of us to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Any waiver, amendment or other modification of any provision of this Agreement will be effective only if in writing and signed by both you and Medidata.

4.2. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the provision, and the remainder of this Agreement will continue in full force and effect.

4.3. Survival. Sections 1 (Confidentiality and Intellectual Property Ownership), 2 (Limitation of Liability), and 4 (Miscellaneous) will survive termination of this Agreement.

4.4. Controlling Law and Jurisdiction. If you reside in a country that is not a member of the European Union, this Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of New York and the United States, without regard to its conflicts of laws provisions. Unless otherwise waived by Medidata at its sole discretion, the exclusive jurisdiction and venue of any court located in New York, NY (USA). Both you and Medidata submit to the exclusive jurisdiction and venue of such courts for the purpose of any such action, and specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods. If you reside in a country that is a member of the European Union, this Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of England. Both you and Medidata accept the exclusive jurisdiction of the English courts, provided that Medidata shall at all times have the right to commence proceedings in any other court or arbitral tribunal of its choice within the European Union or otherwise appropriate jurisdiction for interim injunctive relief for protection of intellectual property rights. Both you and Medidata specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods.

4.5. Entire Agreement. This Agreement constitutes the entire agreement between you and Medidata with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.

4.6. Notices. All notices sent or required to be sent shall be in writing or by e-mail to the other party at the address for the other party set forth below, or such other address as is provided in writing or via e-mail to the other. It shall be your sole responsibility to ensure that Medidata has a current address for you. Medidata may notify you of changes to Medidata Academy rules, exam policies, testing polices, and other policies and procedures by posting on mdsol.com.

BY ACCEPTING THIS AGREEMENT, YOU HEREBY REPRESENT TO MEDIDATA THAT YOU: (1) HAVE READ AND UNDERSTOOD THE TERMS OF THIS AGREEMENT; AND (2) ARE EIGHTEEN YEARS OF AGE OR OLDER.