Volunteer Confidentiality Agreement
This Volunteer CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into by and between the signing party (“Volunteer”) and 48in48 (“Company”) on submission date of this website form.
WHEREAS, Company is engaged in a continuous program of research, development, production, and marketing in connection with its business and it is critical for Company to preserve and protect its “Confidential Information” and “Trade Secret Information” (as defined below); and Volunteer, in connection with his or her employment with Company and on behalf of Company, will have access to Confidential Information and Trade Secret Information of Company;
NOW THEREFORE, in consideration of the employment of Volunteer, the current and future compensation of Volunteer including any increases thereof, the training provided by Company to Volunteer, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1)Confidential and Trade Secret Information. Volunteer acknowledges that Volunteer occupies and will occupy a position of trust and confidence with Company and has and will have access to and may develop Confidential Information and Trade Secret Information of actual or potential value to or otherwise useful to Company. Volunteer, therefore, represents and warrants that Volunteer will hold such Confidential Information in strictest confidence and will not, without the express written authorization of Company, disclose, use, or authorize anyone else to disclose or use any Confidential Information on behalf of Volunteer or any person or entity other than Company, while Volunteer is employed by Company and for two (2) years after the termination of Volunteer’s employment for any reason. Volunteer further represents and warrants that Volunteer will hold such Trade Secret Information in strictest confidence and will not, without the express written authorization of Company, disclose, use, or authorize anyone else to disclose or use any Trade Secret Information on behalf of Volunteer or any person or entity other than Company, while Volunteer is employed by Company and for as long as such information remains Trade Secret Information for any reason. As used herein, the term “Confidential Information” means information about the Company and its customers, customer prospects, and/or vendors that is not generally known outside of the Company, which Volunteer learned in connection with Volunteer’s employment with the Company. Confidential Information may include, without limitation: (1) the Company’s business policies, finances, and business plans; (2) the Company’s financial projections; (3) sales information relating to the Company’s product roll-outs; (4) customized software, marketing tools, and/or supplies that you were provided access to by the Company and/or created; (5) the identity of the Company’s customers, customer prospects, and/or vendors (including names, addresses, and telephone numbers of customers, customer prospects and/or vendors); (6) any list(s) of the Company’s customers, customer prospects and/or vendors; (7) the account terms and pricing upon which the Company obtains products and services from its vendors; (8) the account terms and pricing of sales contracts between the Company and its customers; (9) the proposed account terms and pricing of sales contracts between the Company and its customer prospects; (10) the names and addresses of the Company’s Volunteers and other business contacts of the Company; and (11) the techniques, methods, and strategies by which the Company develops, manufactures, distributes, and/or sells any of its products or services. As used in this Agreement, “Trade Secret Information” means information, without regard to form, relating to the Company’s business which is not commonly known by or available to the public and which derives economic value, actual or potential, from not being generally known to other persons and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality and includes, but is not limited to, technical or non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, process, financial data, financial plans, product plans, or lists of actual or potential customers or suppliers. Nothing contained herein shall limit any right or remedy of Company for the protection of Confidential Information and Trade Secret Information under applicable law.
Company Property Return. On or before the termination of Volunteer's employment with Company, or at any other time that Company may request, Volunteer agrees to return to the Company all materials relating to the Company’s business or Volunteer’s employment with the Company (including all copies thereof), whether provided by the Company to Volunteer or otherwise obtained by Volunteer, including without limitation, all materials containing Company Confidential Information or Trade Secret Information, all materials relating to the Company’s customers, all computer hardware, software and storage media provided by Company or that Volunteer downloaded or otherwise transmitted to his or herself through the Company’s computer network and all other memoranda, correspondence, records or notes, whether in hard-copy or electronic format. As part of this obligation, Volunteer agrees to provide all computers Volunteer utilized to conduct Company business to the Company for imaging and deletion of Company Confidential Information and Trade Secret Information immediately upon Volunteer’s separation from the Company for any reason.
Governing Law. This Agreement will be governed and interpreted in accordance with the laws of the State of Georgia, without regard to or application of choice-of-law rules or principles. Volunteer hereby expressly consents and submits to the jurisdiction and venue of the federal and state courts sitting in Fulton County, Georgia with respect to any dispute or matter arising from this Agreement or Volunteer’s employment with the Company. Volunteer understands and agrees that in the event of a breach or threatened breach of this Agreement by Volunteer the Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement, without limiting any of Company’s other remedies.
Severability. Whenever possible, each provision and term of this Agreement shall be interpreted in a manner to be effective and valid; however, if any provision or term of this Agreement is held to be prohibited or invalid, then such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of this Agreement. More specifically, Volunteer acknowledges that any restrictive covenants contained in this Agreement are reasonable in time and scope; however, if any such covenants are held to be unreasonable, arbitrary, or against public policy, such covenants shall be considered divisible with respect to time and scope, and in such lesser time and scope, shall be effective, binding and enforceable against Volunteer.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements and understandings between Company and Volunteer with respect to the subject matter of this Agreement. This Agreement may not be amended except by a written agreement executed by the party to be charged with the amendment.