Confidentiality Agreement Form
Agreement Details
For the purposes of this agreement, the term “Employee” shall include any Director, Committee Member or CCWR member or volunteer whether compensated for their services or not.
AGREEMENT
CCWR wishes to protect its confidential information. Employee and CCWR are entering into this Confidentiality Agreement (“Agreement”) to provide such protection to CCWR upon the terms and conditions set forth in the Agreement. In consideration of the foregoing and the mutual agreements herein contained the Parties agree as follows:
ARTICLE 1. DEFINITIONS
Confidential Information shall mean, but is not limited to, plans, processes, reports, financials, business or strategic plans, compensation, donor lists and donors, client lists and clients (including but not limited to clients or donors of CCWR who Employee calls or with whom Employee became acquainted with during the term of employment) and any information relating or belonging to CCWR’s clients, donors, customers, and any other third-party individuals CCWR transacts with whether furnished before or after the date hereof, oral or written, and regardless of the form of communication or the manner in which it is furnished.
Organizational Records shall mean any document or record concerning the business and affairs of CCWR.
Party shall mean CCWR or Employee and Parties shall mean both CCWR and Employee.
Representative shall mean any person, such person’s affiliates and its and their directors, shareholders, partners, members, officer, employees, consultants, independent contractors, agents, advisors (including, without limitation, financial advisory, counsel and accountants) and controlling persons.
ARTICLE 2. CONFIDENTIALITY
Employee acknowledges that any direct or indirect disclosure of Confidential Information to anyone outside of CCWR could threaten the Mission and operations of CCWR, cause the public to lose trust in CCWR, and could do damage, monetary or otherwise to the CCWR Mission. Employee’s employment with CCWR has or will expose Employee to Confidential Information. Employee expressly acknowledges the status of the Confidential Information and that the Confidential Information constitutes a protectable interest of CCWR.
For the purposes of this Agreement, Confidential Information shall not include information that is:
(a) Readily available to the public in the same or an equally usable form as that maintained by CCWR;
(b) Has been lawfully received from an independent third party without any restriction and without any obligation of confidentiality; or
(c) Has been independently developed without access to or knowledge or use of the Confidential Information.
ARTICLE 3. MAINTAINING CONFIDENTIALITY
Employee shall not divulge, disclose, provide or disseminate, in any manner to any person or entity at any time, the Confidentiality Information described in Article 2 of the Agreement, Confidential Information which may affect the Mission of CCWR or matters relating to the Mission of CCWR without CCWR’s express consent in writing. Employee agrees to maintain security measures to safeguard the Confidential Information.
Pursuant to such maintenance, Employee shall: (i) attempt in every reasonable way to prevent intentional or unintentional use or disclosure of Confidential Information and CCWR Records; (ii) promptly notify CCWR of an unauthorized use, copying or disclosure of Confidential Information or CCWR Records; and (iii) assist CCWR in every reasonable way to retrieve wrongfully disclosed Confidential Information, or CCWR Records, and/or terminate unauthorized use or disclosure.
Moreover, Employee shall adhere to following measure to comply with their confidentiality obligations herein;
(a) Take reasonable steps to maintain the secrecy of Confidential Information, including, but not limited to, maintaining the physical security of Confidential Information by using locked drawers, computer passwords and marking documents as “Confidential.”
(b) Refrain from discussing CCWR Mission or its donors with anyone other than personnel or Representatives within CCWR.
(c) Refrain from discussing the business of CCWR or its donors in public places or common areas
(d) Take reasonable efforts to avoid inadvertent disclosure caused by things including, but not limited to, open doors, speaker phones, etc.; and
(e) When destroying CCWR Records or documents containing Confidential Information, take the appropriate steps to ensure that such destruction is done properly.
ARTICLE 4. USE OF CONFIDENTIAL INFORMATION
Employee may use Confidential Information, and CCWR Records, to the extent necessary to perform their authorized duties. Notwithstanding the foregoing, Employee shall not use Confidential Information, or and CCWR Records, for any purpose not permitted herein without the prior written authorization of corporate officer. Employee agrees not to use Confidential Information in any way which would be harmful to CCWR.
ARTICLE 5. DISCLOSURE OF CONFIDENTIAL INFORMATION
Employee shall not, directly or indirectly, in any capacity, make known, disclose, furnish, make available or utilize any of the Confidential Information of CCWR other than in the proper performance of the duties contemplated herein, or as required by a court of competent jurisdiction or other administrative or legislative body. In the event Employee is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information, the Employee shall provide CCWR with prompt written notice of such request or requirement so that CCWR may; (i) seek an appropriate protective order or other remedy with respect thereto, (ii) consult with the Employee in taking steps to resist or narrow the scope of such request or legal process, or (iii) waive compliance, in whole or in part, with the terms of this Agreement.
Notwithstanding the foregoing, CCWR may consent to information being disclosed, or relieve Employee from having to comply with the Agreement, provided prior written consent is obtained.
ARTICLE 6. TERMINATION OF CONFIDENTIALITY, RETURN OF CONFIDENTIAL INFORMATION
Employee shall be released from obligations in the Agreement, in whole or in part, if; (i) CCWR provides a written demand that any Confidential Information be returned, (ii) the employment of Employee expires, is voluntarily or involuntarily terminated or suspended, or (iii) Employee breaches any terms in the Agreement.
Upon such release, Employee shall return all Confidential Information within seven (7) business days, from the day Employee is released, along with all copies including, but not limited to, anything disclosed by CCWR or made by the Employee. Anything that cannot be returned shall be completely destroyed, including deletion from all computers of all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the Employee’s possession. If a legal proceeding has been instituted to seek disclosure of Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered. CCWR reserves the right to inspect any and all devices used to conduct business or store CCWR information.
ARTICLE 7. GOVERNING LAW AND REMEDIES
This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to its principles or rules regarding conflicts of laws. Each party hereby consents to, and subsequently waives any objection of, the institution and resolution of any action, or proceeding, of any kind or nature with respect to, or arising out of, this agreement brought by either Party in the federal or state courts located within the State of California.
ARTICLE 8. SEVERABILITY
In the event any one or more of the provisions of this Agreement are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in the Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.
ARTICLE 9. WAIVER
The failure of either Party to this Agreement to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of such Party to enforce the same. The consent, waiver, or change rendered by either Party to this Agreement with respect to a certain event shall only be applicable to that event, and shall not be presumed as the approach of that Party to any event of the same kind which may occur in the future, unless otherwise expressly indicated in writing.
ARTICLE 10. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between the Parties with respect to its subject matter and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between any of them and neither Party shall be bound by any term or condition other than as expressly set forth or provided for in this Agreement. This Agreement may not be changed or modified nor may any of its provisions be waived, except by an agreement in writing, signed by the Parties hereto.
ARTICLE 11. GENERAL PROVISIONS
Injunctive Relief. Each Party recognizes that the unauthorized use or disclosure of Confidential Information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, CCWR has the right to equitable and injunctive relief to prevent the unauthorized use or disclosure if it Confidential Information, as well as such damages or other relief as is occasioned by such unauthorized use or disclosure.
Headings. Section headings are provided in this Agreement for convenience only and shall not be deemed to substantively alter to content of such sections.
PARTY HAS READ AND FULLY UNDERSTANDS THE TERMS AND PROVISIONS HEREOF, HAS HAD AN OPPORTUNITY TO REVIEW THIS AGREEMENT WITH LEGAL COUNSEL, AND HAS EXECUTE THIS AGREEMENT BASED UPON SUCH PARTY’S OWN JUDGMENT AND ADVICE OF INDEPENDENT LEGAL COUNSEL (IF SOUGHT).