The Perio-Prosth Institute Confidentiality, Non-Disclosure, and Participation Agreement
These are the terms (the “agreement”) governing your attendance at and participation in any of The Perio-Prosth Institute, LLC seminar, courses, modules or program (the “Event”). By registering for the Event you agree to these terms, which form a binding legal contract between The Perio-Prosth Institute, LLC (“PPI”) and the registered attendee or participant (“you” or “attendee”).
1 Attendee Requirements
1.1 You acknowledge and agree to grant PPI the right at the Event to record, film, photograph, or capture your likeness in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you.
1.2 Limitations on attendance. Attendance at the seminar shall be only by the registrant, and you agree not to share, sell or trade your registration or attendance.
1.3 Photography, Recording, Live Streaming, and Video recording are Prohibited. Attendees may not record or broadcast audio or video at the PPI Event.
2. Intellectual Property
2.1 All intellectual property rights in and to the Event, the Event content, pedagogical methods, teaching materials and products that may be divulged or distributed at or in connection with the Event, and all materials and products used during the Event are owned by PPI and/or Dr. Ernesto Lee. You are licensed to use the materials distributed to you solely for your own individual use. This license does not extend to a practice, private or public company, teaching or government institution, or any other individual or group of individuals. You may not use or reproduce or allow anyone to use or reproduce any trademarks (including without limitation “The PPI Method”, “The PPI Diplomate Program”, “The PPI Brains-On Exercise”, “The Four Pillars of the PPI Brains-On Exercise”) or other trade names appearing at the Event, in any Event content or in any materials distributed at or in connection with the Event for any reason without the prior written permission of PPI. You may not reproduce, copy, distribute, or create derivative works of any materials, content, slides, displayed or distributed at or in connection with the Event. Notwithstanding anything to the contrary, “PPI” and Dr. Ernesto Lee retain ownership of all copyright and other intellectual property rights in the services and materials, including any documentation, data, technical information, methodology and know-how provided to Attendees.
2.2 Your individual limited license does not allow the disclosure of the “The PPI Method”, “The PPI Diplomate Program”, “The PPI Brains-On Exercise”, “The Four Pillars of the PPI Brains-On Exercise” method, current or future instruments and devices to third parties, privately or publicly, in professional organizations or University events.
2.3 For the avoidance of doubt, nothing in this agreement shall be deemed to vest in you any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by PPI or Dr. Ernesto Lee; nor does this agreement grant to you any right or license to any other intellectual property rights of PPI or Dr. Ernesto Lee, all of which shall at all times remain the exclusive property of PPI or Dr. Ernesto Lee.
2.4 In the event that you breach an obligation under this Section 2, because the parties hereto agree that the nature of damages incurred, though substantial, may be difficult to prove, including, without limitation, losses of potential course attendees, loss of current or future instrument sales, harms impacting the reputation of Dr. Lee and/or PPI, or diminishment of value for the Dr. Lee/PPI seminars, courses or programs, and damages to the reputation of Dr. Lee and/or PPI, instead of recovering actual damages, Dr. Lee and/or PPI may elect to recover liquidated damages in the agreed upon amount of $690,000.00. The parties agree that this sum is not a penalty, but rather a reasonable measure of damages, based upon the parties’ experience in the industry and given the nature of the losses that may result from such a breach.
2.5 Your individual limited license includes the use of the designation Fellow of the Perio-Prosth Institute, following completion of the requirements outlined in the PPI website, for promotion of your private practice. A high resolution logo will be provided for advertising purposes in your private practice website, promotional pamphlets, and patient information materials.
2.6 Your individual limited license includes the use of the designation Diplomate of the Perio-Prosth Institute, following completion of the requirements outlined in the PPI website, for promotion of your private practice. A high resolution logo will be provided for advertising purposes in your private practice website, promotional pamphlets, and patient information materials.
2.7 Any other use of any logos or designations associated with The Perio-Prosth Institute by any individual except for those instances defined above is not authorized.
3. Confidential Information
3.1 “Confidential Information” means information belonging to or in the possession or control of PPI or Dr. Ernesto Lee which is of a confidential, proprietary, or trade secret nature, including without limitation all business information, technological information, methodological information, intellectual property, materials, images, software, instrumentation, products, and other information related to PPI’s and/or Dr. Ernesto Lee’s business, technology, products, customers, personnel that may be revealed to you in connection with or during the Event (collectively, “Confidential Information”). You agree to preserve and protect all Confidential Information and not disclose the existence, source, or content of Confidential Information, and you agree not to copy or reverse-engineer any Confidential Information.
4. General
4.1 Except as required by law, neither PPI or Dr. Ernesto Lee shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the Event or other aspect related thereto or in connection with this agreement.
4.2 PPI and you agree that the terms of this agreement constitute the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter herein, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this agreement and you acknowledge that you do not have any authority of any kind to bind PPI and/or Dr. Ernesto Lee in any respect whatsoever.
4.3 Breach of Agreement and Consequences. A participant will be considered in breach of this Agreement if the participant:
1. Makes or attempts to make any unauthorized audio recording, video recording, photograph, screenshot, screen recording, transcription, or other reproduction of any PPI presentation, discussion, demonstration, patient case, course material, or program activity.
2. Copies, downloads, reproduces, distributes, publishes, uploads, sells, teaches from, discloses, or otherwise uses any PPI material, patient information, case documentation, proprietary method, or other protected content without prior written authorization from PPI.
3. Shares login credentials, course access, materials, or other program content with any person who is not properly registered and authorized to participate.
4. Discloses confidential patient information, identifiable clinical information, participant discussions, faculty discussions, or other information designated or reasonably understood to be confidential.
5. Misrepresents the participant's relationship with PPI, including enrollment status, completion of requirements, faculty affiliation, authorization to teach PPI material, or entitlement to use the Fellow or Diplomate designation.
6. Engages in conduct that is unsafe, threatening, harassing, deliberately disruptive, seriously unprofessional, or materially interferes with the educational experience, patient care, faculty, staff, or other participants.
PPI may respond to any breach by immediately removing the participant from the affected program; rescinding current or future registration; denying access to subsequent modules, programs, materials, or events; withholding advancement, completion recognition, Fellow status, Diplomate status, or any other credential; and pursuing any additional remedy PPI considers appropriate.
All determinations and actions taken by PPI under this section shall be final and not subject to appeal. A participant removed, suspended, denied advancement, or otherwise sanctioned for breach of this Agreement shall not be entitled to a refund, credit, transfer, or other reimbursement.
5. Miscellaneous Provisions
5.1 Governing Law – This Agreement shall be governed and construed by the laws of the Commonwealth of Pennsylvania.
5.2. Dispute and Resolution – All disputes arising from or in connection with this Agreement shall be attempted to settle by discussion among the parties in good faith. In the event that any disputes are not able to be settled within ninety (90) days from the commencing date of such discussion, such disputes may be settled by arbitration according to the laws of the Commonwealth of Pennsylvania.
5.3 Waiver or Modification - No waiver or modification of this Agreement or any part of its terms shall be valid or enforceable unless it has been reduced to writing and signed by the party to this Agreement against whom such waiver or modification is asserted.
5.4 Assignability - This Agreement shall not be assigned to any third party.
5.5 Reading and agreeing to the terms and conditions outlined in this Confidentiality, Non-Disclosure and Participation Agreement is a requirement for registration in any PPI event. Checking the corresponding box at checkout constitutes confirmation that this Agreement has been reviewed and its terms accepted in full.