This Confidentiality Agreement (this “Agreement”) is between Friendship Bridge, a Colorado nonprofit corporation, and the individual named below (“Volunteer”).
Recitals
Volunteer is providing services described below (the “Services”) to Friendship Bridge without charge, in a volunteer capacity. In the course of Volunteer’s provision of the Services to Friendship Bridge, Friendship Bridge expects to provide Volunteer with access to certain information that Friendship Bridge desires to keep confidential. The purpose of this Agreement is to provide for the confidential treatment of such information.
Agreement
1. Definition. “Confidential Information” means any information that relates to the actual or anticipated business or research and development of Friendship Bridge, technical data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Friendship Bridge’s products or services and markets for such products and services, lists of Customers (as defined below) and the identity of Customers (including, but not limited to, Customers of Friendship Bridge on whom Volunteer calls or with whom Volunteer becomes acquainted in the course of providing the Services), software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances or other business information. Confidential Information does not include information that (a) Volunteer can demonstrate was rightfully in his or her possession prior to disclosure to Volunteer by Friendship Bridge, (b) is now, or hereafter becomes, through no act or failure to act on the part of Volunteer, generally known or available in the public domain, or (c) is obtained by Volunteer from a third party without a breach of any obligation to Friendship Bridge. “Customers” means, with respect to Friendship Bridge, strategic partners, investors, donors, third party providers of goods or services to Friendship Bridge, and third parties to whom Friendship Bridge provides goods or services.
2. Non-Use and Non-Disclosure. Volunteer will not, during or subsequent to the period that Volunteer provides services to Friendship Bridge, (a) use the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Friendship Bridge, or (b) disclose the Confidential Information to any third party. Volunteer agrees that all Confidential Information will remain the sole property of Friendship Bridge.
3. Third-Party Confidential Information. Volunteer recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Friendship Bridge’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Volunteer agrees that, during and subsequent to the period that Volunteer provides the Services to Friendship Bridge, Volunteer owes Friendship Bridge and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the Services for Friendship Bridge consistent with Friendship Bridge’s agreement with such third party.
4. Return of Materials. Upon the cessation of Volunteer’s provision of the Services or upon Friendship Bridge’s earlier request, Volunteer will deliver to Friendship Bridge (a) all of Friendship Bridge’s property, including, but not limited to all electronically stored information and passwords to access such property, and (b) any Confidential Information that Volunteer has in Volunteer’s possession or control.
5. Legally Required Disclosure. Volunteer will not have any requirement to keep information described in Section 1 confidential, and no such information will be considered “Confidential Information,” to the extent that the information is required to be disclosed (a) by any federal or state law rule or regulation (including state and federal securities laws and regulations), (b) by any applicable judgment, order, or decree of any court, governmental agency or arbitrator having jurisdiction in the matter, or (c) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding, but if Volunteer proposes to disclose information in accordance with (a), (b), or (c), Volunteer (i) will first give Friendship Bridge reasonable prior notice of the proposed disclosure of any such information so as to provide Friendship Bridge an opportunity to consult with Volunteer as to the applicability of such law, rule, or regulation or to appear before any court, governmental agency, or arbitrator in order to contest the disclosure, as the case may be, (ii) in any event prior to any such disclosure, will redact such information to the maximum extent permissible, and (iii) will inform any individual or entity to whom a disclosure is made under this Section 5 of the confidential nature of the Confidential Information.
Miscellaneous
(a) Without prejudice to other rights and remedies that may be available to Friendship Bridge, Friendship Bridge will be entitled to obtain an injunction or other equitable relief if Volunteer breaches or threatens to breach any of the terms of this Agreement.
(b) Volunteer acknowledges that Friendship Bridge has relied, and will continue to rely upon, the provisions of this Agreement in furnishing Confidential Information to Volunteer.
(c) If any one or more of the provisions or a portion of a provision contained in this Agreement is invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions or portions of such provisions, contained in this Agreement will not in any way be affected or impaired. If any one or more of the provisions or a portion of a provision of this Agreement is subject to more than one interpretation, one of which would render it unenforceable, the parties agree to adopt the interpretation that supports the enforceability of that provision or partial provision.
(d) This Agreement will be construed and enforced in accordance with, and the rights of the parties will be governed by, the laws of Colorado.
Electronic Signature Acknowledgment
By typing Volunteer’s name below, Volunteer acknowledges and agrees that this constitutes Volunteer’s electronic signature, which is legally binding and has the same effect as a manual signature. Volunteer further confirms that Volunteer has reviewed and agrees to the terms of this agreement.
