Terms & Conditions

Effective Date: January 1, 2017

Thank you for choosing LRI Research Services!

We are glad you have visited our site. We look forward to having you as a user of our services. The Terms of Use Agreement, along with our Privacy Policy, contains the terms and conditions that apply to your use of our web site, and of our Services that are delivered through the web and described on our web site. Please review the following terms carefully. If you do not agree to these terms, you should not use this site or our Services. The term “LRI” or “us” or “we” or “our” refers to Leadership Research Institute, LLC, the owner of the Web site. The term “you” refers to the user or viewer of our Web Site or purchaser of our services.
Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement (the "Agreement" or “Terms of Use”) with respect to our site located at www.LRIrs.com or any successor URL (the "Site") and the services that we offer through the Site (the “Services”). LRI provides the Site and the Services to you subject to these Terms of Use (the “Terms of Use”), which constitute a binding contract between you and LRI and govern your use of the Site and the Services. The Internet is an evolving medium; we may change the terms of these Terms of Use from time to time. By continuing to use the Site and/or the Services after we post any such changes, you accept these Terms of Use as modified.

We reserve the right to deny access to www.LRIrs.com to anyone who violates these Terms of Use or who, in our judgment, interferes with the ability of others to enjoy www.LRIrs.com, or infringes the rights of others.

Privacy Policy

Please take a moment to review our Mutual NDA at the bottom of this page to understand how LRI collects, uses, discloses and protects your personal and company's confidential information as it relates to consulting and research services.

Our Privacy Policy is designed to assist you in understanding how we collect and use the personal information you provide to us and to assist you in making informed decisions when using our site.

What Information Do We Collect?

When you visit our Web site you may provide us with two types of information: personal information you knowingly choose to disclose that is collected on an individual basis and Web site use information collected on an aggregate basis as you and others browse our Web site.

Personal Information You Choose to Provide

Registration Information.

You will provide us information about yourself, your firm or company, and your practices when you subscribe to Virtual Coach’s services, register for certain services, or register for email newsletters and alerts. You may also provide additional comments on how you see Virtual Coach servicing your needs and interests.

Email Information.

If you choose to correspond with us through email, we may retain the content of your email messages together with your email address and our responses.

Web Site Use Information

Similar to other commercial Web sites, our Web site utilizes a standard technology called "cookies" (see explanation below, "What Are Cookies?") and Web server logs to collect information about how our Web site is used. Information gathered through cookies and Web server logs may include the date and time of visits, the pages viewed, time spent at our Web site, and the Web sites visited just before and just after our Web site. We, our advertisers and ad serving companies may also use small technology or pieces of code to determine which advertisements and promotions users have seen and how users responded to them.

How Do We Use the Information That You Provide to Us?

Broadly speaking, we use personal information for purposes of administering and expanding our business activities, providing customer service and making available other products and services to our customers and prospective customers. Occasionally, we may also use the information we collect to notify you about important changes to our Web site, new services and special offers we think you will find valuable.

What Are Cookies?

A cookie is a very small text document, which often includes an anonymous unique identifier. When you visit a Web site, that site's computer asks your computer for permission to store this file in a part of your hard drive specifically designated for cookies. Each Web site can send its own cookie to your browser if your browser's preferences allow it, but (to protect your privacy) your browser only permits a Web site to access the cookies it has already sent to you, not the cookies sent to you by other sites. Some of our business partners (e.g., advertisers) use cookies that originate from their sites. We have no access or control over those cookies.

How Do We Use Information We Collect from Cookies?

As you use our Web site, the site uses its cookies to differentiate you from other users. In some cases, we also use cookies to prevent you from seeing unnecessary advertisements or requiring you to log in more than is necessary for security. Cookies, in conjunction with our Web server's log files, allow us to calculate the aggregate number of people visiting our Web site and which parts of the site are most popular. This helps us gather feedback in order to constantly improve our Web site and better serve our customers. Cookies do not allow us to gather any personal information about you and we do not generally store any personal information that you provided to us in your cookies.

Sharing Information with Third Parties

We may enter into alliances, partnerships or other business arrangements with third parties who may be given access to personal information including your name, address, telephone number and email for the purpose of providing you information regarding products and services that we think will be of interest to you. In connection with alliances, partnerships or arrangements, we may also provide certain information to third parties if we have determined that the information will be used in a responsible manner by a responsible third party. For example, some of our partners operate stores or provide services on our site, while others power offerings developed by us for your use. We also use third parties to facilitate our business, including, but not limited to, sending email and processing credit card payments. In connection with these offerings and business operations, our partners and other third parties may have access to your personal information for use in connection with business activities. As we develop our business, we may buy or sell assets or business offerings. Customer, email, and visitor information is generally one of the transferred business assets in these types of transactions. We may also transfer such information in the course of corporate divestitures, mergers, or any dissolution.

Notice of New Services and Changes

Occasionally, we may also use the information we collect to notify you about important changes to our Web site, new services and special offers we think you will find valuable.

How Do We Protect Your Information?

Certain Disclosures

We may disclose your personal information if required to do so by law or subpoena or if we believe that such action is necessary to (a) conform to the law or comply with legal process served on us or affiliated parties; (b) protect and defend our rights and property, our site, the users of our site, and/or our affiliated parties; (c) act under circumstances to protect the safety of users of our site, us, or third parties.

What About Other Web Sites Linked to Our Web Site?

We are not responsible for the practices employed by Web sites linked to or from our Web site nor the information or content contained therein. Often links to other Web sites are provided solely as pointers to information on topics that may be useful to the users of our Web site.

Please remember that when you use a link to go from our Web site to another Web site, our Privacy Policy is no longer in effect. Your browsing and interaction on any other Web site, including Web sites which have a link on our Web site, is subject to that Web site's own rules and policies. Please read over those rules and policies before proceeding.

Your Consent

By using our Web site you consent to our collection and use of your personal information as described in this Privacy Policy. If we change our privacy policies and procedures, we will post those changes on our Web site to keep you aware of what information we collect, how we use it and under what circumstances we may disclose it.

Registration

We may require visitors to the Site who wish to use the Services or access certain portions of the Site to go through a registration process that requires them to choose a subscriber name and password in order to “log in” to our Services. If you are required to register, your subscriber name will be used to identify you on www.LRIrs.com. You may log in to www.LRIrs.com, use the Services, or modify your information only through your own subscriber name and password. By registering, you certify that the e-mail address you provide in the registration is accurate and belongs to you; otherwise, if that is not true, we have the option of terminating or suspending your account with LRI. You agree to register only if you are 18 years of age or older.

You are responsible for maintaining the confidentiality of your password and for any and all activities that occur under your subscriber name and password. You should notify us promptly if you identify an unauthorized use or a security breach related to the Services.

You are providing your e-mail address for the purposes of registering to access our services. Correctly entering your e-mail address is important so that you are able to participate in the use of the services. Occasionally, you will receive newsletters, updates, information and notices, etc. with information that we deem to be of interest to the subscribers of our Services. Please see our Privacy Policy for information on what types of communications you can opt out of receiving and the process for doing so.
Intellectual Property Rights.

Our License to You.

The materials provided within the Site and the Services, including but not limited to information, documents, articles, images, trademarks, trade names, photos, text, graphics, logos, button icons, images, digital downloads, software, video clips, sound clips and data compilations (“LRI Content”) are provided either by LRI or by its service providers and may be copyrighted or protected by other laws governing intellectual property or proprietary rights. LRI grants you a non-exclusive, revocable, limited license to view and use the Site, the Services and the LRI Content.

Ownership and Limitations.

All LRI Content is the exclusive property of LRI, its affiliates or its service providers and is protected by copyright, trademark and other intellectual property laws, regulations and standards. Except as expressly permitted herein, these materials may not be copied, reproduced, or distributed for commercial purposes, nor may these materials be modified, uploaded, downloaded or reposted, in whole or in part, to other websites. You may not reproduce, modify, distribute or publicly display the Site, the Services or the LRI Content, in whole or in part, except as is expressly authorized by these Terms of Use. If you would like to make copies of and/or distribute any portion of the Site, the Services or the LRI Content in any way not expressly authorized by these Terms of Use, you must contact LRI for written permission, which it may grant or withhold in its sole discretion. You may not use or reproduce any trademark, trade name or service mark appearing on the Site or within the Services without the prior written consent LRI.

Your License to Us.

By submitting material to us, you are representing that you are the owner of the material, or are making your submission with the express consent of the owner. By submitting material to any public areas of the Site, you agree that such material is provided to us on a perpetual, irrevocable, royalty-free, unlimited, worldwide, transferable, non-exclusive basis, and that we (including our partners, agents, affiliates and service providers (each a "Third Party Provider" and collectively, "Third Party Providers") may reproduce, modify, archive, publish, display and otherwise distribute such material as we see fit in any medium now known or hereafter developed, in any manner we see fit (for example, online or offline derivative works) and for any purpose. With respect to any content or materials that you post in public areas of the Site or Services, you agree that we may distribute, share or otherwise provide such material under any terms we see fit to any user(s) of the Site or the Services, without the requirement of providing you any form of compensation. You also agree that we, including our Third Party Providers, may identify you as the author of any of your postings by name, email address or screen name as we see appropriate. We also reserve the right (but assume no obligation) to delete, move, or edit any postings that come to our attention that we consider unacceptable or inappropriate, whether for legal or other reasons.

In the case of confidential personal and company information that is shared with LRI privately and through the course of consulting and research services, please take a moment to review our Mutual Non-Disclosure Agreement to understand how LRI collects, uses, discloses and protects your personal and company's confidential information.

Without limiting the foregoing, we reserve the right to listen to, monitor and/or maintain any recordings that you submit as part of the voice analysis process for administrative and quality assurance purposes.

Content Provided On Site and Through Services.

Information contained on or made available through the Site or through our Services is not certified or tested. This includes information about us and about third parties. We disclaim any duty or obligation to update this information. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to the Site or used in or generated by our Services. Your use of information on the Site, provided through our Services, or materials linked to the Site is entirely at your own risk. The information on this Site is to be used only for employee developement or training purposes and not for medical, diagnostic or other purposes.

Linking/Framing.

You may provide links to the Site, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Site, (b) your site does not engage in illegal or pornographic activities, (c) you discontinue providing links to the Site immediately upon request by us; (d) you do not imply or state any sponsorship of your site by LRI and (e) you do not link to any page within the Site beyond the “home page” or first page.
Errors, Corrections and Changes.

We do not represent or warrant that the Site or the web ware used to provide our Services will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not represent or warrant that the information available on or through the Site will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of the Site and our Services at any time. We reserve the right in our sole discretion to edit or delete any documents, information or other content appearing on the Site or used in our Services.

Third Party Content and Services.

Third party content may appear on the Site or may be accessible via links from the Site. We are not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on the Site. You understand that the information and opinions in the third party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect our belief.

We also may allow access to or advertise certain third-party product or service providers ("Merchants") from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants and you use these services at your own risk. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site is accurate and complies with applicable laws. We are not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials.

Unlawful Activity.

We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

Further, while using the Site or the Services, you may not:
  • restrict or inhibit any other user from using or viewing the Site or using the Services;
  • use the Site or the Services for the benefit of any third party, other than to accomplish a use permitted under this Agreement;
  • republish or distribute, change, modify, mirror, frame, rent or sell in any manner, directly or indirectly, any component of the Site or the Services or create any derivative works with respect thereto, without prior written consent by LRI
  • disassemble, decode, decompile or otherwise reverse engineer the Site or the Service or any interfaces or software programs comprising the same;
  • use any data mining, robot, spider, scraper, or other automated means to access the Site, the Services or the LRI Content for any purpose without our express written permission; however, this provision shall not apply to the indexing or updating of search engines;
  • take any action that would impede or interfere with the operation of the Site or the Services or materially alter the contents of the Site or the Services without the consent of LRI
  • transmit the Site or the Services any information or software that contains a virus, Trojan horse, worm, or other harmful component;
  • upload, post, e-mail or transmit any content that is unlawful, harmful, threatening, abusive, disparaging, defamatory, libelous or obscene;
  • impersonate any person or entity, attempt to hide the origin of any content you submit to LRI or falsely state or otherwise misrepresent your affiliation with another entity;
  • upload, post, email or transmit any content that you do not have a right to make available under any law or under any contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
  • upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation, without our express written approval;
  • instigate or encourage others to commit illegal activities or cause injury or property damage to any person;
  • collect or store personal data about other visitors;
  • obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site or the Services or Circumvent, disable or otherwise interfere with security-related features of the Site or the Services, including without limitations, any features that limit access to or enforce privacy settings applicable to the profiles of LRI users.
Disclaimer.

THE SITE, THE SERVICES AND ALL LRI CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, THE SERVICES AND THE LRI CONTENT IS AT YOUR SOLE RISK. LRI AND THE AFFILIATED PARTIES (AS DEFINED BELOW) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE SERVICES INCLUDING, WITHOUT LIMITATION, THAT THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES, WORMS OR OTHER MALICIOUS SOFTWARE. LRI DOES NOT WARRANT THAT THE LRI CONTENT OR ANY CONTENT CREATED BY OR THROUGH THE SERVICES WILL BE ACCURATE, UP-TO-DATE, OR OTHERWISE RELIABLE. PLEASE NOTE THAT NO ADVICE OR INFORMATION OBTAINED THROUGH THE SITE OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS TERMS OF USE AGREEMENT.
TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, LRI DISCLAIMS ON BEHALF OF ITSELF AS WELL AS THE AFFILIATED PARTIES, ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Indemnification.

You agree to indemnify, defend and hold us and our partners, agents, officers, directors, employees, subcontractors, licensors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including reasonable attorney's fees, related to your violation of this Agreement or use of the Site or the Services. This Section shall survive the termination or expiration of these Terms of Use.

Limitation of Liability

IN NO EVENT SHALL LRI OF THE AFFILIATED PARTIES BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR DATA ARISING OUT OF OR RESULTING FROM THE SITE, THE SERVICES OR THE LRI CONTENT, UNDER ANY LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSES OF ANY LIMITED REMEDY. YOU AGREE THAT THE LIABILITY OF LRI AND THE AFFILIATED PARTIES, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE SITE OR THE SERVICES PROVIDED HEREUNDER SHALL NOT EXCEED $100.00.

Links to other Web Sites.

The Site may contain links to other Web sites. We are not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked Web site on our Site does not imply approval or endorsement of the linked Web site by us. If you decide to leave our Site and access these third-party sites, you do so at your own risk.

Copyrights and Copyright Agents.

Notice and Takedown Request

LRI respects others’ intellectual property rights; however, the Site and the services contain information that is provided by or obtained from third-party sources. If you believe that your copyrighted material is being infringed by anything on Site or the Services, you may submit a notification pursuant to the Digital Millennium Copyright Act by providing a writing statement to LRI at research@lri.com (via electronic mail) or LRI’s Copyright Agent, P.O. Box 675520, Rancho Santa Fe, CA USA 92067-5520, ATTN: Steven Rumery (via certified or registered mail), which notification must include: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest that allegedly has been infringed; (2) a description of the copyrighted work that you claim has been infringed, including the web page address of the location where the copyrighted work exists or a copy of the copyrighted work; (3) a description or location of the material on the Site or within the Service that you claim is infringing; (4) information we can use to contact you, including your address, telephone number, and e-mail address; (5) a statement by you that you have a good faith belief that the use of the allegedly infringing material is without the authorization of the copyright owner, its agent, or applicable law; and (6) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that your are the copyright owner or authorized to act on the copyright owner’s behalf.

Counter-Notice

If you believe that any content that you previously submitted to LRI that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to post and use the content at issue, you may send a counter-notice containing the following information to LRI’s Copyright Agent at the physical and/or e-mail address set forth above, which counter-notice must include: (1) your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location within the Site or the Services at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in which your address is located, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by LRI’s Copyright Agent, LRI may send a copy of the counter-notice to the original complaining party informing that person that LRI may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at LRI’s sole discretion.

Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site, the Service and the LRI Content provided therein.

Fees and Payment.

Optional paid services such as meeting with an LRI researcher are available for purchase through the Site. By selecting a Service, you agree to pay LRI the fees indicated for that Service plus any applicable taxes in advance of using such services. Payments will be charged on the day you sign up for a service and will cover the use of that service for a period of time as indicated. If you select a Service that is dependent on you providing information to LRI (such as completing a client intake survey), it is solely your responsibility to provide that information. Service fees are not refundable.
We may change the price of Services from time to time. If there is a specific time length and price for your Service, then that price will remain in force for that time. After the offer ends, your use of the Service will be charged at the new price. If your Service is on a period basis, for example monthly, with no specific time length, then we will tell you the date of any price changes. That date will not be less than 30 days after we tell you of the price change. LRI subscription services can be cancelled by you after the minimum time periods indicated.

If you have set up an account that uses a credit card to pay for Services, and the credit card number changes or you wish to change the credit card to which you are billed, please update your billing information. We will attempt to notify you via e-mail if we are unable to process your payments, but if we are unable to contact you, your account will be suspended until you provide a valid form of payment.

Upon termination or cancellation of the Service by you or us for any reason, LRI may delete your data permanently from our servers. You are responsible for taking all necessary steps to back up your data and ensuring that you maintain that data on an on-going basis.

Miscellaneous.

This Agreement shall be treated as though it were executed and performed in San Diego County, California, and shall be governed by and construed in accordance with the laws of the Commonwealth of California (without regard to conflict of law principles). You agree that, by entering into these Terms of Use and accessing and/or using the Site or the Services, you are transacting business in the Commonwealth of California and are subject to jurisdiction in its courts Any cause of action by you with respect to the Site (and/or any information, Documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred, and must be litigated in (a) California state courts located in San Diego County, California or (b) U.S. district courts located in San Diego, California and you consent to personal jurisdiction and venue (and waive any objections thereto) in any such courts. All actions shall be subject to the limitations set forth in this agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. This Agreement and all incorporated agreements and your information may be automatically assigned by us in our sole discretion to a third party in the event of an acquisition, sale or merger. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.

Mutual Non-Disclosure Agreement (NDA)

Mutual Non-Disclosure Agreement (“Agreement”), effective on the date of the electronic acceptance of this agreement (the “Effective Date”), is between Leadership Research Institute, LLC (“LRI”), and the company specified in the electronic service order as the Company (the “Company”).  This Agreement is made to set forth the basis under which LRI and the Company will furnish and/or disclose to each other certain financial, business, technical and other information.  

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LRI and the Company agree as follows:

Section 1. Definitions.  For purposes of this Agreement, the following terms will have the meanings specified below:

“Affiliate” means, with respect to either party, any individual, company, corporation, partnership or other entity, directly or indirectly, controlling, controlled by, or under common control with, such party.

"Confidential Information" means all financial, business and other information, in whatever form or medium, oral or written, including, without limitation, any trade secrets, processes, financial data, technical data and documentation, strategic planning, product/service specifications, prototypes, computer programs, databases, drawings, models, marketing data and client information that is furnished or disclosed by a Disclosing Party or any of its Affiliates to the Receiving Party solely in connection with the purpose set forth in Section 15 herein, except that such term will not include (i) information already known by the Receiving Party without an obligation of confidentiality, (ii) information that is or becomes publicly known other than through a breach by the Receiving Party of any of its obligations under this Agreement, (iii) information received by the Receiving Party from a third party who is not known by the Receiving Party, acting in good faith, to be under an obligation of confidence to the Disclosing Party, and (iv) information that the Disclosing Party has disclosed to other parties without similar obligations of confidentiality.

"Disclosing Party" means the party or Affiliate of the party hereto that furnishes Confidential Information to the other party or Affiliate of the other party hereto.  

“Receiving Party” means the party or Affiliate of the party hereto that receives Confidential Information from the other party or Affiliate of the other party hereto.

Section 2. Ownership of Confidential Information.  The Receiving Party agrees that the Confidential Information of the Disclosing Party is and will remain the property and asset of the Disclosing Party. 

Section 3. Confidentiality Obligation.  Except as required by law, for a period of three years from the Effective Date, the Receiving Party will treat as confidential and will not use other than for the purposes set forth herein, disclose or otherwise make available any Confidential Information of the Disclosing Party to any person other than employees, directors, representatives and consultants of the Receiving Party and its Affiliates who have a business need to know. The Receiving Party will instruct its employees, directors, representatives and consultants (and those of its Affiliates) who have access to the Confidential Information to keep the same confidential by using the same care and discretion that the Receiving Party uses with respect to its own confidential property and trade secrets, which will be no less than reasonable care and discretion.  The Receiving Party will be responsible for the compliance of such employees, directors, representatives and consultants (and those of its Affiliates) with the terms of this Agreement.  If a Receiving Party is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Receiving Party will provide the Disclosing Party with prompt notice of such request or requirement and the Receiving Party will request that all Confidential Information so disclosed is treated confidentially. Disclosure of Confidential Information in accordance with the foregoing sentence will not violate the terms of this Agreement. 

Section 4. Compliance by Affiliates.  Each of LRI and the Company will be responsible for compliance by its respective Affiliates with the terms of this Agreement.

Section 5. Non-Disclosure of Agreement.  Neither party, without the prior written consent of the other party to this Agreement, will disclose to any third person (other than its employees, directors, representatives and consultants with a need to know) the existence or purpose of this Agreement, the terms and conditions hereof, or the fact that discussions are taking place and that Confidential Information is being shared, except as may be required by law and then only after first notifying the other party of such required disclosure. 

Section 6.  Limitation on Obligation; No warranties, etc.  Except for the obligation of confidentiality and the restrictions on use imposed by this Agreement upon the Receiving Party, each party acknowledges that no obligation of any kind is assumed or implied against the other party by virtue of any meetings or discussions regarding the purpose of this Agreement with respect to whatever information is exchanged.  Further, this Agreement and any meetings and communications of the parties relating to the subject matter of this Agreement will not (i) constitute any offer, request, or contract among the parties to engage in any transaction, nor (ii) constitute any offer, request or contract involving a buyer-seller relationship, venture, teaming or partnership relationship among the parties.  Each party hereto hereby acknowledges that the Disclosing Party makes no representations or warranties, express or implied, as to the accuracy or completeness of the Confidential Information of the Disclosing Party.

Section 7. Return of Confidential Information.  If the Receiving Party reproduces all or any part of, or further discloses, any Confidential Information, the Receiving Party will not remove or obscure any confidential or proprietary notices or legends, if any, that appear in the originals thereof.  At the request of the Disclosing Party, the Receiving Party will return to the Disclosing Party or destroy all Confidential Information, reproductions or summaries thereof and extracts therefrom.  The Receiving Party’s obligations under Section 3 will survive any return or destruction of Confidential Information.

Section 8. Notice of Unauthorized Use. The Receiving Party will notify the Disclosing Party promptly upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the Receiving Party, and will reasonably cooperate with the Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.  If the Receiving Party or any of its employees, directors, representatives or consultants attempt to use or disclose any of the Confidential Information in a manner contrary to the terms of this Agreement, the Disclosing Party will have the right, in addition to such other remedies that may be available to it, to seek injunctive relief enjoining such acts or attempts, it being acknowledged that legal remedies may be inadequate.

Section 9. Independent Product Development Not Affected.  The terms of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products or services of the same type as may be included within any Confidential Information or to enter into any business transaction with any other company which owns or has rights to any such similar products or services, as long as such right is exercised without the use of any other party's Confidential Information in violation of this Agreement.

Section 10. No Implied License.  Except as otherwise provided herein, nothing in this Agreement shall be deemed to constitute an implied license in favor of either party to any proprietary rights of the other party, including, without limitation, any patents, copyrights, trademarks or trade secret information.  Each party agrees not to use any trade name, service mark, or trademark of the other party or refer to the other party in any promotional activity or material without first obtaining the prior written consent of such party.

Section 11. Attorney-Client Privilege.  To the extent that any Confidential Information may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, each party agrees that both such parties have a commonality of interest with respect to such matters and it is each party’s desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine and other applicable privilege.  All Confidential Information that is entitled to protection under the attorney-client privilege, work product doctrine and other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and under the joint defense doctrine.

Section 12. Notices.  All notices, requests, consents, demands and other communications provided for by this Agreement will be in writing and shall be deemed sufficient if delivered in person or by express courier or facsimile with receipt confirmed to the party to be notified.  Any notice to LRI or the Company will be delivered to the address specified under the respective signature lines below, or to such other address as the parties will advise the other in writing from time to time.

Section 13. Miscellaneous.  This Agreement may not be changed, modified or amended except by a writing signed by each party to this Agreement, and this Agreement may not be discharged except by performance in accordance with its terms.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  This Agreement may not be assigned by either party hereto without the prior written consent of the other party.  This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any kind and every nature between them.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.  This Agreement may be signed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 14. Authorization of Signatories.  The individuals executing this Agreement on behalf of the Company and LRI do each hereby represent and warrant that they respectively have been and are on the Effective Date duly authorized to execute this Agreement on behalf of their respective principals.

Section 15. Limited Use of Confidential Information.  The Receiving Party will use the Confidential Information solely for the following purpose: Services rendered related to the selecting and developing personnel and to improving the organization’s effectiveness.

 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date of the electronic acceptance of this agreement (the “Effective Date”).


Name: Steven M. Rumery 

Title: Director

Address for Notices:

    Leadership Research Institute 

    P.O. Box 675520

    Rancho Santa Fe, CA  92067-5520

    +1 858 756 3800