THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (the “Agreement”) between Triton Relief Group, Inc, a 501(c)(3) nonprofit organization, and the undersigned, a citizen volunteer. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary information.
For All VolunteersThis Confidential Information and Intellectual Property Agreement (“Agreement”) is made as of the date of signature below (“Effective Date”), by and between Triton Relief Group, Inc, including all chartered units (“Triton Relief Group, Inc, INC”), and the undersigned (“I,” “me” or “my”).
Reasons for AgreementI desire to volunteer or to continue to volunteer with the Triton Relief Group, Inc. I acknowledge that I may, in the course of my service to the Triton Relief Group, Inc. (“Volunteer Service”), have access to or create (alone or with others) confidential and/or proprietary information and intellectual property that is of value to Triton Relief Group, Inc. I understand that this makes myposition one of trust and confidence. I understand Triton Relief Group, Inc need to limit disclosure and use of confidential and/or proprietary information and intellectual property. I understand that all restrictions are for the purpose of enabling Triton Relief Group, Inc to fulfill its humanitarian mission, to maintain donors, customers and clients, to develop and maintain new or unique products and processes, to protect the integrity and future of Triton Relief Group, Inc and to protect the employment and volunteer opportunities of Triton Relief Group, Inc. THEREFORE, I agree to the following:
“Confidential Information” shall include but not be limited to(i) information relating to Triton Relief Group, Inc financial, regulatory, personnel or operational matters,(ii) information relating to Triton Relief Group, Inc clients, customers, beneficiaries, suppliers, donors, employees, volunteers,sponsors or business associates and partners,(iii) trade secrets, know-how, inventions, discoveries, techniques, processes, methods, formulae, ideas, technical data andspecifications, testing methods, research and development activities, computer programs and designs,(iv) contracts, product plans, sales and marketing plans, business plans and(v) all information not generally known outside of Triton Relief Group, Inc regarding Triton Relief Group, Inc and its business, regardless of whether such information is in written, oral, electronic, digital or other form and regardless of whether the information originates from Triton Relief Group, Inc or Triton Relief Group, Inc agents. “Intellectual Property” shall include but not be limited to:
(i) all inventions, discoveries, techniques, processes, methods, formulae, ideas, technical data and specifications, testing methods, research and development activities, computer programs and designs (including improvements and enhancements and regardless of patentability),(ii) trade secrets and know-how,(iii) all copyrightable material that is conceived, developed, or made by me, alone or with others,(iv) trademarks and service marks and(v) all other intellectual property. Intellectual Property shall include any intellectual property created by me:
(i) in the course of Volunteer Service or using Triton Relief Group, Inc time, equipment, information or materials, and(ii) within one (5) years after termination of Volunteer Service and relating directly to work done during Volunteer Service. Intellectual Property may be in any form, including but not limited to written, oral, electronic, digital or other form.
2. Obligation of ConfidentialityExcept as may be required for the performance of my duties during Volunteer Service, or unless specifically authorized in writingby Triton Relief Group, Inc, I shall not use or disclose, for my or for others’ benefit, either during or after Volunteer Service, anyConfidential Information.
3. Disclosure and Ownership of Intellectual PropertyI
(I)shall promptly and fully disclose to Triton Relief Group, Inc any and all Intellectual Property, (ii) agree that all Intellectual Property shall be owned by Triton Relief Group, Inc, (iii) agree to and do hereby assign, transfer and convey to Triton Relief Group, Inc the entire right, title and interest in and to all Intellectual Property, (iv) will execute and deliver any and all documents, take all actions and render any and all assistance reasonably requested by Triton Relief Group, Inc, during or at any time afterVolunteer Service, to establish Triton Relief Group, Inc ownership of, or to enable Triton Relief Group, Inc to obtain patents to orregister copyrights of, any Intellectual Property, and (v) acknowledge that all Intellectual Property that is copyrightable subject matter and that qualifies as a 'work made for hire' shall be automatically owned by Triton Relief Group, Inc. In the event Triton Relief Group, Inc is unable for any reason whatsoever to secure my signature to any document required to apply for or execute any patent, copyright, or other applications with respect to Intellectual Property, I hereby irrevocably appoint Triton Relief Group, Inc and its authorized officers and agents as my agents and attorneys-in-fact to execute and file any such application and to do all other acts to further the prosecution and issuance of patents, copyrights, or other rights with respect to Intellectual Propertywith the same legal force and effect as if executed by me. As a reminder, Intellectual Property shall only include intellectual property created by me (i) in the course of Volunteer Service or using Triton Relief Group, Inc time, equipment, information or materials, and (ii) within one (1) year after termination of Volunteer Service and relating directly to work done during Volunteer Service.
4. Ownership and Return of Material
All materials, including but not limited to business information, files, research, records, memorandum, books, lists, computer disks, hardware, software, cell phones and other wireless devices, documents, drawings, models, apparatus, sketches, designs and any other embodiment of Confidential Information or Intellectual Property received by me during Volunteer Service, and any tangible embodiments of such materials created by me, alone or with others, whether confidential or not, are the property of Triton Relief Group, Inc. I shall return to Triton Relief Group, Inc all such materials, including copies thereof, in my possession or under my control upon termination of Volunteer Service for whatever reason or upon the request of Triton Relief Group, Inc. The return of such materials shall take place within twenty-four (24) hours of notice of termination or upon request of Triton Relief Group, Inc,whichever comes first.
5. Survival of Obligations and Enforcement
The obligations that I have under this Agreement shall survive the termination of Volunteer Service, regardless of the reasons or method of termination. I agree that Triton Relief Group, Inc shall be entitled to recover from me all attorneys’ fees incurred in enforcing Triton Relief Group, Inc rights under this Agreement.
I represent that the above restrictions are necessary to protect Triton Relief Group, Inc legitimate interests, and that these restrictions will not prevent me from earning a livelihood.
This Release and Waiver of Liability (the “release”) by undersigned, (now referred to as Volunteer”) acting as agent and representative for third parties pursuant to an agency relationship by apparent authority, releases Triton Relief Group, (now referred to as a/the Nonprofit or Nonprofit), corporation organized and existing under the laws of the State of Louisiana and each of its directors, officers, employees, and agents. The Volunteer desires to provide volunteer services for Nonprofit and engage in activities related to serving as a volunteer. Volunteer understands that the scope of the Volunteer’s relationship with Nonprofit is limited to a volunteer position and that no compensation is expected in return for services provided by Volunteer; that Nonprofit will not provide any benefits traditionally associated with employment to Volunteer; and that Volunteer is responsible for his/her own insurance coverage in the event of personal injury or illness as a result of Volunteer’s services to Nonprofit.