Confidential Information. “Confidential Information” as used in this Agreement will mean information disclosed by CTA to Judge in regard to the 2026 Program, whether disclosed in writing, verbally or otherwise; provided, however, that such information must be identified by CTA as proprietary and/or confidential at the time of disclosure. Confidential Information will not include any information, however designated, that: (i) is or subsequently becomes publicly available without Judge’s breach of any obligation owed to CTA; (ii) became known to Judge prior to CTA’s disclosure of such information to Judge pursuant to the terms of this Agreement; (iii) became known to Judge from a source other than CTA other than by the breach of an obligation of confidentiality owed to CTA; (iv) is independently developed by Judge other than by breach of an obligation of confidentiality owed to CTA; or (v) is produced in compliance with applicable law or court order, provided that Judge takes reasonable steps to give CTA sufficient prior notice in order to contest such request by notifying CTA of the request, unless the law or court order prohibits the giving of such notice. 

Nondisclosure and Nonuse Obligation. Judge agrees that it will not make use of, disseminate, or in any way disclose any Confidential Information to any person, firm, or business. Judge agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information of a like nature, and it represents that it exercises reasonable care to protect its own Confidential Information. Judge will immediately give notice to CTA upon discovery of any unauthorized use or disclosure of the Confidential Information and will cooperate with CTA in every reasonable way to help CTA regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. At CTA’s request during the term of this Agreement or upon the termination or expiration of this Agreement for any reason, Judge will promptly and securely return or destroy all CTA data in any format and certify in writing that such data has been returned or disposed of securely. 

Ownership of Confidential Information and Other Material. All Confidential Information will remain the property of CTA. 

Data Protection and Privacy. CTA may provide Judge access to sensitive data including personally identifiable information (PII) (collectively “Data”). CTA considers this Data included as Confidential Information. Judge will not store, copy, analyze, monitor or otherwise use that Data except to judge the CES Innovation Awards Program for the benefit of CTA. In using CTA’s Data, Judge agrees to the following: 

Conflict of Interest. No Judge should use his/her position to allow a conflict of interest situation to exist. A conflict of interest is a relationship that might reasonably be thought to bias Judge toward or against a Program participant. This includes but is not limited to: an employment, contractual, or board relationship with a Program participant or an entity in direct competition with a Program participant; having a material financial interest in a Program participant or in an entity in direct competition with a Program participant; being related familiarly to a Program participant; or accepting gifts from any Program participant. A Judge with a potential conflict of interest must disclose the conflict fully and CTA management will determine the best course of action, which may include discharging Judge from judging in the Program. Additionally, a Judge may not seek to profit materially from non-public “inside information” gained while serving as an Innovations Awards Program Judge. 

Indemnification. Each party agrees to indemnify and hold harmless the other party, its affiliates, officers, directors, employees and agents (“Indemnified Parties”) from and against any and all claims, liability, damages costs or judgments, including reasonable attorneys' fees (collectively, “Claims”), brought by or on behalf of any third party arising from or out of performance under this Agreement, by the breach or alleged breach of this Agreement, or the negligence of the indemnifying party (provided that such Claim is not related to the indemnifying party’s breach of this Agreement).  

Rights Granted to CTA. Judge grants CTA irrevocable permission, to use information submitted through the application including first and last name, head-shot photograph, company name and title (“Submission Features”) in all forms of media and in all manners, for promoting this Program. Judge waives any right to inspect or approve Program promotions and will not have any rights to Program promotions now or in the future. Judge understands and agrees s/he gives this permission without compensation and CTA may use Submission Features under this limited scope without Judge’s further permission. 

Term and Termination. Judge’s duty to protect Confidential Information will extend for five (5) years from the Effective Date, or for three (3) years from the date of disclosure, whichever period extends longer. This Agreement may be terminated by either party with or without cause upon thirty (30) days prior written notice to the other party; provided, however, that Judge’s obligations with respect to Confidential Information that it has previously received will survive any termination as provided in this paragraph.  

No Assignment. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party. 

Governing Law. This Agreement and all rights and obligations of the parties relating hereto will be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without giving effect to any conflicts of law rules that would cause the application of the laws of any other jurisdiction. Any controversy or claim arising out of or relating to this Agreement or the breach thereof (except for an action for injunctive relief) may be resolved by arbitration held in Arlington County, Commonwealth of Virginia, in accordance with the Rules of the American Arbitration Association in effect at the time the arbitration is initiated, and any judgment rendered by the arbitrators may be entered in any court jurisdiction.  The parties consent to the exclusive jurisdiction of the state and federal courts in the Commonwealth of Virginia.  

Remedies. The parties acknowledge that unauthorized disclosure or use of the Confidential Information may irreparably harm CTA for which monetary damages would not be adequate compensation. Accordingly, without waiving any other rights or remedies, in the event of actual or threatened unauthorized disclosure or use of CTA Data, CTA is entitled to seek equitable relief, injunctive relief, and/or specific performance, in addition to other remedies otherwise available (including reasonable attorneys’ fees).  

Severability. Should any provision of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired. 

No Waiver. None of the provisions of this Agreement will be deemed to have been waived by any act or acquiescence on the part of CTA, Judge, their agents, or employees, but only by an instrument in writing signed by authorized representatives of CTA and Judge. No waiver of any provision of this Agreement will constitute a waiver of any other provision(s) or of the same provision on another occasion. 

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. It will not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by authorized representatives of both parties.