SUBJECT MATTER EXPERT (SME) AGREEMENT & NON-DISCLOSURE AGREEMENT (NDA)
MPJEReview | CarePath Education, LLC
In consideration of my participation in a certification, exam development, or educational workshop (“MPJEReview Workshop”) facilitated by CarePath Education, LLC (“MPJEReview” or “CarePath”) as a Subject Matter Expert (“SME”), I agree as follows:
1. Professional Conduct
I understand and agree that during my service as a SME in any MPJEReview Workshop, I will:
(a) at all times conduct myself in a professional manner and with a high level of civility, integrity, and courtesy toward all other participants;
(b) refrain from any actions or comments designed to insult, demean, or attack the personal character of other SMEs, MPJEReview staff, or other participants;
(c) turn off all cell phones, beepers, or other similar devices during active sessions;
(d) be impartial in the execution of my responsibilities as a SME and avoid situations where my personal interests may bias my input. I will promptly disclose such situations to MPJEReview and recuse myself when appropriate; and
(e) abide by and agree to be bound by all published policies of MPJEReview applicable to SME participation.
2. Creation of Intellectual Property (“Workshop Work Product”)
I understand that my participation may result in the creation of intellectual property, which may include but is not limited to job task analyses, examination objectives, test items and answers, rationales, learning materials, instructional guides, developmental methodologies, and related outputs (“Workshop Work Product”).
3. Confidential Information
I understand that as a result of my participation, I will have access to non-public, proprietary, or sensitive information belonging to MPJEReview or other participants (“Confidential Information”). This includes, but is not limited to, development processes, test items, drafts, outlines, and unpublished materials. I also agree that my participation and this agreement itself are considered Confidential Information.
4. Duty of Confidentiality
I understand and agree that it is critical to the protection of MPJEReview’s proprietary materials and the integrity of any exam or educational content that all Workshop Work Product and Confidential Information remain strictly confidential. I agree that:
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I will not disclose, reproduce, distribute, or use any Confidential Information or Work Product for any purpose outside the scope of my SME role.
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I will safeguard such information indefinitely, even after my service concludes.
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If legally required to disclose, I will provide MPJEReview with no less than fourteen (14) days’ written notice prior to any such disclosure, unless legally prohibited from doing so.
5. Representations of Originality
I affirm that, to the best of my knowledge, all contributions I make to Workshop Work Product are my own original thoughts, based solely on my expertise and knowledge. My contributions do not contain proprietary or confidential information belonging to any third party and are not subject to any third-party intellectual property rights.
6. Work Made for Hire and IP Assignment
I agree that all my contributions to Workshop Work Product shall be considered a “work made for hire” as defined under the U.S. Copyright Act of 1976, as amended, and that MPJEReview is deemed the sole and original author and owner.
To the extent any contribution is not considered a work made for hire, I hereby irrevocably assign all rights, title, and interest in and to such contributions (including all intellectual property rights) to MPJEReview, exclusively, in perpetuity, and throughout the world. I agree that I am not entitled to any compensation, royalties, or proceeds from the use, sale, distribution, or licensing of Workshop Work Product or Confidential Information.
7. Non-Interference and Non-Disparagement
I agree not to take any action, directly or indirectly, either alone or in cooperation with any third party, that would diminish or encumber MPJEReview’s exclusive ownership rights in the Workshop Work Product or use of Confidential Information. I will not make any disparaging statements or misrepresent my role or the content created.
8. Restrictions on Commercial Use
I agree not to use my participation in any MPJEReview Workshop or my SME status for any commercial, promotional, or unauthorized academic purpose.
Specifically, I will not create, revise, contribute to, or promote any book, course, online platform, flashcard system, video, literature, or training material in any medium that refers to or replicates Workshop Work Product or any MPJEReview exam, question bank, or credentialing content with which I was involved.
9. Legal Enforcement and Jurisdiction
This Agreement shall be governed and interpreted exclusively by the laws of the United States of America and the State of Florida.
I irrevocably submit to the jurisdiction of the state and federal courts located in Florida for any disputes related to this Agreement and waive any objection to venue.
In the event of a breach of this Agreement, MPJEReview may seek injunctive or equitable relief without the need to prove actual damages or post bond. I agree to fully cooperate, at no cost, to assist MPJEReview in enforcing and securing all rights granted herein.
10. Non-Solicitation
For a period of twelve (12) months following the end of my participation in any MPJEReview Workshop, I agree not to solicit, recruit, or hire any employee, contractor, or affiliate of MPJEReview or CarePath Education, LLC with whom I had contact or knowledge through my engagement as a SME.
11. Data Security & Breach Notification
I agree to exercise reasonable care to protect all MPJEReview-related data and documents in my possession, including via secure storage, password protection, and encrypted communications where applicable.
If I become aware of any breach, theft, or unauthorized disclosure of Confidential Information or Work Product, I will notify MPJEReview within 24 hours of discovery and fully cooperate with any investigation or remediation steps.
12. Survival of Obligations
All provisions of this Agreement that by their nature should survive termination (including but not limited to Sections 2 through 12) shall continue in full force and effect after my participation ends.
Notice
I understand and agree that this is a binding legal agreement, and if I am later presented with an electronic NDA, that version will govern.