Confidentiality - Non Disclosure
- Joshua Freedman
In your volunteer work for Six Seconds, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by Six Seconds. You agree that you will not bring onto Six Seconds’ premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You represent that you have disclosed to Six Seconds any contract you have signed that may restrict your activities on behalf of Six Seconds.
In addition, you agree to this Volunteer Confidentiality Agreement
In consideration of my status as a volunteer by Six Seconds (the “Company”), and any compensation paid to me now and during my involvement with the Company, I agree to the terms of this Volunteer Confidential Information and Inventions Assignment Agreement (the “Agreement”) as follows:
1. Confidential Information Protections.
(a) Nondisclosure; Recognition of Company’s Rights. At all times during and after my involvement at the Company, I will hold in confidence and will not disclose, use, lecture upon, or publish any of the Company’s Confidential Information (defined below), except as may be required in connection with my work for the Company, as expressly authorized by the Chief Executive Officer (the “CEO”) of Company, or as otherwise required by law. I will obtain the CEO’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to my work at the Company and/or incorporates any Confidential Information. I hereby assign to the Company any rights I may have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of the Company and its assigns.
(b) Confidential Information. In the course of my involvement with Six Seconds, I may obtain or develop confidential information relating to Six Seconds’ present and future business operations, agreements, finances, personnel, programs, program participants, applicants, vendors, members, donors and other interested parties (“Confidential Information”). I understand that it is critical to Six Seconds’ mission and reputation that Confidential Information be used and disclosed appropriately, and only for Six Seconds’ benefit. I agree not to use or disclose any Confidential Information except as necessary for the performance of my Six Seconds’ volunteer duties or as expressly authorized by Six Seconds’ Chief Operating Officer. After my involvement with the Company ends, I will not disclose any Confidential Information to any third party or use it on behalf of myself, or any future employer or other third party. I understand that Confidential Information includes a broad range of materials, including, but not limited to, Six Seconds financial data, program applicant and participant data, internal personnel records, mailing and contact lists and donor financial and other personal information, and other sensitive non-public intellectual property. If I am uncertain whether any particular data constitutes Confidential Information, I will err on the side of treating it as Confidential Information.
(c) Third Party Information. I understand that the Company has received and in the future will receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During and after the term of my involvement, I will hold Third Party Information in strict confidence and will not disclose to anyone (other than the Company personnel who need to know such information in connection with their work for Company) or use, Third Party Information, except in connection with my work for the Company or unless expressly authorized by an officer of the Company in writing.
(d) No Improper Use of Information of Prior Employers and Others. I represent that my involvement by the Company does not and will not breach any agreement with any former employer, including any noncompete agreement or any agreement to keep in confidence or refrain from using information acquired by me prior to my involvement by the Company. I further represent that I have not entered into any agreement, either written or oral, in conflict with my obligations under this Agreement. During my involvement by the Company, I will not improperly make use of, or disclose, any information or trade secrets of any former employer or other third party, nor will I bring onto the premises of the Company or use any unpublished documents or any property belonging to any former employer or other third party, in violation of any lawful agreements with that former employer or third party. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by the Company.
2. Inventions.
(a) Definitions. As used in this Agreement, the term “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all intellectual property rights in any of the items listed above.
(b) Prior Inventions. I have disclosed to Six Seconds, in a written, signed and dated "Confidentiality Agreement Exhibit A," a complete list of all Inventions that (i) I have, or I have caused to be, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my involvement by Company; (ii) in which I have an ownership interest or which I have a license to use; and (iii) that I wish to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If no Prior Inventions are listed in Exhibit A, I warrant that there are no Prior Inventions. I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined below) without the Company’s prior written consent. If, in the course of my involvement with the Company, I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant the Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention.
(c) Assignment of Company Inventions. I agree that all inventions, improvements, original works of authorship, formulas, processes, computer programs, databases, and trade secrets, and work product (“Company Inventions”) that I alone or jointly with others develop in the course of my involvement with the Company or using any confidential or proprietary information or trade secrets of the Company, will be the sole and exclusive property of and are hereby irrevocably and exclusively assigned to the Company, with the exception of works for which I have a separate authorship agreement signed by the CEO. If my principal work location is in California, I understand that the provisions of this paragraph do not apply to any Inventions that qualify fully for protection under Section 2870 of the California Labor Code. I will promptly and fully disclose in writing to the Company all Inventions, whether or not I believe the Inventions qualify fully as my property under Section 2870 of the California Labor Code.
(d) Obligation to Keep Company Informed. During the period of my involvement and for one (1) year after my involvement ends, I will promptly and fully disclose to the Company in writing (i) all Inventions authored, conceived, or reduced to practice by me, either alone or with others, including any that might be covered under California Labor Code section 2870, and (ii) all patent applications filed by me or in which I am named as an inventor or co-inventor.
3. Return Of Company Property. Upon termination of my involvement or upon the Company’s request at any other time, I will deliver to the Company all of the Company’s property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third Party Information or Confidential Information, and certify in writing that I have fully complied with the foregoing obligation. I agree that I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to the Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide the Company with a computer-useable copy of all such Confidential Information and then permanently delete and expunge such Confidential Information from those systems; and I agree to provide the Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any property situated on the Company’s premises and owned by Company is subject to inspection by the Company’s personnel at any time with or without notice. Prior to the termination of my involvement or promptly after termination of my involvement, I will cooperate with the Company in attending an exit interview and certify in writing that I have complied with the requirements of this section.
4. No Conflicts. During my involvement with the Company, I will not enter into any agreement which conflicts with my obligations under this Agreement or my involvement obligations to the Company.
5. Non-Solicitation. I agree that during the period of my involvement with the Company and for twelve (12) months after the date my involvement terminates for any reason, I will not, either directly or through others, solicit or encourage or attempt to solicit or encourage any client, Volunteer, independent contractor, or consultant of the Company to terminate his or her relationship with the Company in order to become a client, an Volunteer, consultant or independent contractor to or for any other person or entity.
6. General. This Agreement shall be effective as of the first date of my involvement as a volunteer with the Company. It is the final, complete, and exclusive embodiment of the agreement of the parties with respect to the subject matter hereof, and supersedes all prior representations or communications, oral or written; provided, however, that my involvement offer letter (and any documents incorporated therein) may impose additional obligations. No modification of or amendment to this Agreement, or any waiver of rights under this Agreement, will be effective unless in a writing signed by me and a duly authorized officer of the Company. I acknowledge and agree that this Agreement in no way alters my at-will volunteer relationship with the Company, and that both I and the Company retain the right to terminate my involvement at any time, with or without cause or advance notice. I acknowledge and agree that any material breach of this Agreement would cause the Company irreparable harm, any remedy at law for such breach or threatened breach would be inadequate, and the Company shall be entitled to injunctive relief (without having to post a bond) in the event of such breach or threatened breach, in addition to any other available rights and remedies. I further agree that if any provision of this Agreement is held invalid or unenforceable in any respect in any jurisdiction, then no other provision shall be affected thereby, and the invalid and unenforceable provision shall be modified so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible under applicable law. Any ambiguities in this Agreement shall not be construed against either party as the drafter. This Agreement will be governed by and construed according to the laws of the State of California, without reference to conflict of laws principles.