THIS AGREEMENT is made on and between the following parties:PARTY A - "The Company"PARTY B - "The Volunteer"*Agreement:<strong> BACKGROUND </strong> 1. The Volunteer is currently volunteering on one or more active projects on behalf of the Company or may be volunteering in the future with the Company. In addition to the Volunteer’s responsibility or position (the "Service"), this Agreement also covers any position or responsibility now or later held with the Company. 2. The Volunteer may receive from the Company, or develop on behalf of the Company, confidential or privileged information (the “Information”) as a result of the Service (the 'Permitted Purpose'). Now, therefore, both parties agree that: 1. Any position that the Volunteer may hold, in and as a result of the Volunteer's Service by the Company, the Volunteer will, or may, be making use of, acquiring or adding to Information about certain matters and things which are confidential to the Company and which Information is the exclusive property of the Company, including, without limitation: a) All data and information relating to the business and management of the Company, including proprietary and accounting records to which access is obtained by the Volunteer, including Business, Clinical, Technical, or Marketing Operations, Customers, etc. Information will also include any information that has been disclosed by a third party to the Company and governed by a non-disclosure agreement entered into between the third party and the Company. Information will not include information that: i. is generally known in the industry of the Company; ii. is now or subsequently becomes generally available to the public through no wrongful act of the Volunteer; iii. the Volunteer rightfully had in his or her possession prior to receiving the Information from the Company; iv. is independently created by the Volunteer without direct or indirect use of the Information; or; v. the Volunteer rightfully obtains from a third party who has the right to transfer or disclose it. b) 'Business Operations' means internal personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, program or content materials, and the manner and methods of conducting the Company's business; c) 'Customers' means names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of the Company. Confidential Obligations 1. Except as otherwise provided in this Agreement, the Volunteer must keep all the Information confidential. 2. Except as otherwise provided in this Agreement, the Information will remain the exclusive property of the Company and will only be used by the Volunteer for the Permitted Purpose. The Volunteer will not use any information for any purpose that might be directly or indirectly detrimental to the Company or any of her affiliates or subsidiaries. 3. The obligations to ensure and protect the confidentiality of all the Information imposed on the Volunteer in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely. a) The Volunteer may disclose any of the Information: b) to such of his committee members, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that: i. the Volunteer has informed such personnel of the confidential nature of the Confidential Information; ii. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Volunteer; iii. the Volunteer agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and iv. the Volunteer agrees to be responsible for and indemnify the Company for any breach of this Agreement by his personnel. c) to a third party where the Company has consented in writing to such disclosure; and d) to the extent required by law or by the request or requirements of any judicial, legislative, administrative or other governmental body. Avoiding Conflict of Opportunities 1. It is understood and agreed that any business opportunity relating to or similar to the Company's current or anticipated business opportunities coming to the attention of the Volunteer during the Volunteer's Service is an opportunity belonging to the Company. Accordingly, the Volunteer will advise the Company of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Company. Ownership and Title 1. The Volunteer acknowledges and agrees that all rights, title and interest in any Information will remain the exclusive property of the Company. Accordingly, the Volunteer specifically agrees and acknowledges that the Volunteer will have no interest in the Information, including, without limitation, no interest in know-how, copyright, trademarks or trade names, notwithstanding the fact that the Volunteer may have created or contributed to the creation of the same. 2. The Volunteer does hereby waive any moral rights that the Volunteer may have with respect to the Information. Remedies 1. The Volunteer agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Company. Accordingly, the Volunteer agrees that the Company is entitled to, in addition to all other rights and remedies available to her at law or in equity, an injunction restraining the Volunteer and any agents of the Volunteer, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information. Return of Confidential Information 1. The Volunteer agrees that, upon request of the Company, or in the event that the Volunteer ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Service, the Volunteer will turn over to the Company all documents, disks or other computer media, or other material in the possession or control of the Volunteer that: a) may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or b) is connected with or derived from the Volunteer's services to the Company. Notices 1. In the event that the Volunteer is required in a civil, criminal or regulatory proceeding to disclose any part of the Information, the Volunteer will give to the Company prompt written notice of such request so the Company may seek an appropriate remedy or alternatively to waive the Volunteer's compliance with the provisions of this Agreement in regards to the request. 2. If the Volunteer loses or fails to maintain the confidentiality of any of the Information in breach of this Agreement, the Volunteer will immediately notify the Company and take all reasonable steps necessary to retrieve the lost or improperly disclosed Information. 3. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing. 4. The address for any notice to be delivered to any of the parties to this Agreement is as listed by both parties through this agreement. Representations 1. In providing the Information, the Company makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information. Termination 1. This Agreement will remain in effect even after the date that the Volunteer's Service with the Company terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will remain. Amendments 1. This Agreement may only be amended or modified by a written instrument executed by both the Company and the Volunteer. Governing Law 1. This Agreement will be construed in accordance with and governed by the laws of the State of California. General Provisions 1. Time is of the essence in this Agreement. 2. This Agreement may be executed in counterparts. 3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 4. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement. 5. The Volunteer is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Company in enforcing this Agreement as a result of any default of this Agreement by the Volunteer. 6. The Company and the Volunteer acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Company and the Volunteer that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Volunteer to give the Company the broadest possible protection to maintain the confidentiality of the Information. 7. No failure or delay by the Company in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement. 8. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Company and the Volunteer. 9. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The "Company" Representative - Email* The "Volunteer" - Email* "The Volunteer" - Signature*
