Conversations to Remember – Volunteer Non-Disclosure Agreement (NDA)
I. The Parties
This Non-Disclosure Agreement (“Agreement”) is made between Conversations to Remember (“C2R”) and the volunteer named below (“Volunteer”). The purpose of this Agreement is to prevent the unauthorized disclosure of confidential and proprietary information belonging to C2R.
This Agreement shall be Unilateral, C2R shall have sole ownership of the Confidential Information with Volunteer being prohibited from disclosing confidential and proprietary information that belongs to C2R.
II. Confidential Information
“Confidential Information” includes, but is not limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans, marketing plans, technical procedures, processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, product developments, patent applications, know-how, experimental results, specifications and other business information, relating to C2R business, assets, operations or contracts, furnished to the Volunteer, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all, work products, studies and other material prepared by or in the possession or control of the Parties, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information.
Confidential Information does not include:
(a) Information generally available to the public;
(b) Widely used programming practices or algorithms;
(c) Information lawfully in the Volunteer’s possession before this Agreement; or
(d) Information independently developed without use of C2R’s Confidential Information.
III. Obligations
The Volunteer agrees to hold and maintain Confidential Information in the strictest confidence and not to disclose, publish, copy, or use such information for personal benefit without written approval from C2R. If any such Confidential Information shall reach a third (3rd) party, or become public, all liability will be on the Volunteer that is responsible. Upon request, all materials containing Confidential Information must be returned within five (5) business days.
IV. Time Period
This obligation continues until the Confidential Information no longer qualifies as confidential or until C2R provides written release from this Agreement.
V. Integration and Severability
This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.
If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.
VI. Enforcement
The Volunteer acknowledges and agrees that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party in this Agreement shall be entitled to all remedies available at law.
VII. Governing Law
This Agreement is governed by the laws of the State of New Jersey.
Acknowledgement
By checking the box and entering your name below, you acknowledge that you have read, understood, and agree to the terms of this Non-Disclosure Agreement.
