CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made as of the date executed by and between the Max Warburg Courage Curriculum, Inc., a Massachusetts nonprofit organization (the “Organization”), and __________________ (the “Volunteer”) as a condition of the Organization’s agreement to permit the Volunteer to perform volunteer services for the Organization. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Volunteer and the Organization agree as follows:
Acknowledgements. Volunteer acknowledges that:
Volunteer will be or is performing volunteer services for or on behalf of the Organization, and Volunteer enters into this Agreement in connection with the performance of such volunteer services;
As a result of and in the course of performing volunteer services with the Organization, Volunteer will receive, have access to, or develop on behalf of the Organization certain Confidential Information (as defined in this Agreement), and the Organization is entrusting Volunteer with such valuable Confidential Information;
The Organization has expended or will expend significant time, expense, and effort to acquire, develop, and protect from disclosure the Confidential Information;
The disclosure of Confidential Information to any unauthorized party would seriously and detrimentally affect the Organization and result in significant damages to the Organization; and
The provisions of this Agreement are reasonable and necessary to preserve and protect the legitimate business interests of the Organization in its Confidential Information, and impose no greater restraint upon Volunteer than is necessary to protect the Confidential Information, good will, and other legitimate business interests of the Organization.
Non-Disclosure of Confidential Information. At all times during Volunteer’s performance of volunteering services for the Organization and indefinitely thereafter, and except as required by law or the performance of the Volunteer’s tasks as a volunteer of the Organization, the Volunteer agrees to hold in strictest confidence, to keep secret and not to use, publish, disseminate, or otherwise disclose to any person or entity, any of the Organization’s Confidential Information (as defined below), whether such information is developed before or after the date of this Agreement, unless expressly authorized in advance and in writing by the Organization. “Confidential Information” as used in this Agreement is defined as any information, in any form, about the Organization or its business activities (whether or not marked by the Organization as confidential) that is proprietary and/or confidential, that is unknown to the Organization’s competitors, within the industry, or to the general public, and that gives the Organization a competitive advantage over its competitors. “Confidential Information” shall specifically include but not be limited to trade secrets, confidential knowledge, data, or any other proprietary information of the Organization or its affiliates, including, but not limited to, lists of prospects, donors, and business contacts, marketing plans and strategies, business plans, budgets and financial statements, financial information and costs, student academic or personal information, and student work. “Confidential Information” shall also include but not be limited to confidential and proprietary information belonging to Organization’s affiliates, schools, students, contractors, customers, clients, vendors, suppliers, donors, business partners, or other similarly related third parties disclosing their trade secret, confidential, medical, personal, academic, or proprietary information to the Organization in the course of their business dealings with the Organization (“Organization Partners”). “Confidential Information” shall not include any information that: (i) is or becomes a part of the public domain through no act or omission of Volunteer; or (ii) was in Volunteer’s lawful and rightful possession prior to the disclosure and had not been obtained by Volunteer from the Organization or any Organization Partners; or (iii) is lawfully disclosed to Volunteer by a third party (other than any Organization Partners) without restriction on disclosure.
Return of Confidential Information. Upon termination of the Volunteer’s performance of volunteering services for the Organization, Volunteer shall return and deliver to the Organization any and all Confidential Information of the Organization, whether in hard copy or electronic form, including all copies of such Confidential Information, whether in existence in files, hard copy documents, electronic documents, computers, hard drives, flash drives, mobile devices, notes, memoranda, storage media, or other electronic data.
Injunctive Relief and Other Remedies. Volunteer acknowledges and agrees that any violation by Volunteer of this Agreement will result in immediate irreparable injury to the Organization. Therefore, Volunteer agrees that, in the event of a breach or threatened breach by Volunteer of this Agreement, the Organization shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief, without bond, restraining the Volunteer from any violation of these provisions, along with any other remedies and damages available to the Organization for such breach or threatened breach. If the Organization is successful in obtaining such injunctive or any other relief as a result of Volunteer’s breach or threatened breach of this Agreement, the Organization shall be entitled to recover from Volunteer its reasonable attorneys’ fees and costs incurred.
Defend Trade Secrets Act Acknowledgement. Notwithstanding any other terms or provisions of this Agreement, pursuant to 18 U.S.C. § 1833(b)(3)(A), Volunteer acknowledges that Volunteer shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Volunteer further acknowledges that if Volunteer files a lawsuit for retaliation for reporting a suspected violation of law, Volunteer may disclose the trade secret to Volunteer’s attorney and use the trade secret information in the court proceeding, if Volunteer files any document containing the trade under seal and does not disclose the trade secret except pursuant to court order.
Volunteer Relationship. Nothing contained in this Agreement in any way alters the nature of the relationship between Volunteer and the Organization or create an employment relationship between Volunteer and the Organization.
Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to any conflicts of laws provisions that may otherwise result in the application of any other law. Any and all actions concerning this Agreement or Volunteer’s services with the Organization shall be brought by the Parties in the courts of the Commonwealth of Massachusetts, or a federal court located within Massachusetts, and the Parties both consent to the jurisdiction of such courts.
Waiver. Any waiver of enforcement of any provision of this Agreement, in whole or in part, shall not constitute a waiver of any other provision in the same or another instance, or of the same provision in another instance, and each provision of this Agreement shall continue in full force and effect with respect to any other then-existing or subsequent breach.
Severability and Reformation. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. If any provision of this Agreement is determined by a court of competent jurisdiction to be overbroad or otherwise unenforceable for any reason, Volunteer and the Organization request that such court modify, reform, and/or apply such provision to be enforceable to the maximum extent permitted by law.
Entire Agreement. This Agreement is intended to represent the entire understanding and agreement between the parties as to its subject matter. To the extent any other written agreement exists between the parties, now or in the future, governing confidentiality, non-disclosure, or related subject matter, Volunteer acknowledges and agrees that the agreement or provisions more protective of the Organization’s interests and more protective of the Organization’s Confidential Information shall control and apply.
Counterparts. This Agreement may be executed in counterparts. Scanned and emailed copies of original signatures, as well as electronically verified signatures such as DocuSign, shall be treated as originals.
Knowing and Voluntary Execution. Volunteer acknowledges and agrees that Volunteer has been afforded sufficient time to read and understand the terms and effects of this Agreement, that Volunteer has had a reasonable opportunity to consult with counsel of Volunteer’s own choosing concerning this Agreement and has done so or chosen freely not to do so, that Volunteer’s agreements and obligations in this Agreement are made voluntarily, knowingly, and without duress, and that neither the Organization nor its agents or attorneys have made any representations inconsistent with the provisions of this Agreement.
IN WITNESS WHEREOF, intending to be legally bound, the Parties hereby agree and enter into this Confidentiality and Non-Disclosure Agreement, under seal, as of the date signed below.
ORGANIZATION: MAX WARBURG COURAGE CURRICULUM, INC.
By:
Printed Name: Carrie Coughlin
Title: Executive Director
Date:
VOLUNTEER: _________________________________
Signature:
Date: