VOLUNTEER NONDISCLOSURE AGREEMENT
Acknowledgment
I, ______, affirm that I have read the JDRF International Volunteer Nondisclosure Agreement, and agree to abide by the agreement as it pertains to JDRF proprietary, confidential information. I agree to keep the information confidential and will not, without the prior written consent of JDRF (or the Discloser as appropriate), disclose the information, in whole or in part, in any manner whatsoever to any other party. I acknowledge that JDRF’s confidential information is the sole and exclusive property of JDRF (or the Discloser), and, upon direction by JDRF, I will return any proprietary, confidential information to JDRF.
This Volunteer Nondisclosure Agreement is entered into effective as of the date listed below between JDRF International, a Pennsylvania nonprofit corporation, with its principal place of business at 26 Broadway, 14th Floor, New York, N.Y. 10004 (“JDRF”), and the individual listed below (the “Volunteer”).
Signature
Volunteer’s Printed Name
Date
JDRF Volunteer NDA
NONDISCLOSURE AGREEMENT
RECITALS
A. The Volunteer serves as a volunteer for JDRF.
B. As such, Volunteer has access to certain confidential Information (as defined further herein), either provided to JDRF by third parties (“Disclosers”) or independently developed by JDRF.
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, IT IS HEREBY AGREED AS FOLLOWS:
1. “Information” means (i) all written business, financial, technical and scientific information submitted by a Discloser to JDRF and marked “Confidential”, “Proprietary”, or bearing a similar marking, (ii) oral disclosures by a Discloser which Discloser specifies are confidential, (iii) summaries, compilations and copies of the foregoing, and (iv) any other written or oral business, marketing, fund raising, financial, technical and scientific information (including, specifically, information developed by JDRF), which is not public knowledge and which a reasonable individual would logically conclude should be held in confidence to protect the rights and interests of a Discloser or of JDRF.
2. Volunteer will keep the Information confidential and will not, without the prior written consent of JDRF or Discloser, as appropriate, disclose the Information in any manner whatsoever to any other party, in whole or in part, and will not use the Information other than for the purpose for which the Information was provided to Volunteer. Further, Volunteer agrees that he/she will not, directly or indirectly, use the Information in any way that may result in a competitive disadvantage to JDRF or the Discloser. Volunteer acknowledges that the Information is provided “as is” with no representation or warranty as to its effectiveness or efficacy.
3. Volunteer acknowledges and agrees that the Information is the sole and exclusive property of the Discloser or JDRF, as the case may be. Upon direction by JDRF, Volunteer shall return the Information to JDRF or destroy the Information (and a certification of such destruction shall be provided to JDRF), in each case without retaining any copies thereof.
4. Notwithstanding anything to the contrary contained in this Agreement, this Agreement shall be inoperative as to such portions of the Information which (i) are or become generally available to the public (other than as a result of an unauthorized disclosure by Volunteer); (ii) become available to Volunteer on a non-confidential basis from a source (other than JDRF or its authorized representatives) which is not bound by a nondisclosure agreement or other contractual, legal or fiduciary obligation of
nondisclosure; (iii) were known to Volunteer on a non-confidential basis prior to the date of this Agreement; or (iv) are approved in writing by JDRF for disclosure.
5. If Volunteer or any of Volunteer’s representatives becomes legally compelled to make any disclosure of the Information otherwise prohibited by this Agreement, Volunteer (or such representative) will provide JDRF with prompt notice of such legal proceedings so that JDRF, or Discloser (who shall be deemed a third party beneficiary of this entire Agreement), as appropriate, may seek judicial relief from such disclosure. Regardless of whether a protective order is obtained, Volunteer (or his/her representatives) may disclose that portion (and only that portion) of the Information subject to legal process, but shall take reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the disclosed Information.
6. Volunteer agrees to hold Discloser and JDRF harmless from any damages, loss, cost or liability (including legal fees and the cost of enforcing this indemnity) arising out of or resulting from any unpermitted disclosure by Volunteer. In addition, Volunteer also agrees that, in the event of any breach or threatened breach of this Agreement, Discloser and JDRF will be entitled, without the requirement of posting security, to equitable relief. Such remedies are not exclusive.
7. It is further understood and agreed that no failure or delay by JDRF in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.
8. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Jurisdiction shall be only in the state or Federal courts in New York.
9. This Agreement shall continue in effect for so long as Volunteer does volunteer work for JDRF. The confidentiality obligations herein shall survive termination of this Agreement for a period equal to the longer of five (5) years, or the period for which JDRF is obligated to the Discloser to keep the Information confidential.
10. This Agreement may be executed in one or more counterparts, each of which, when taken together, shall be deemed one and the same instrument.
11. Notices from one party to the other shall be sent to the address on page one of this Agreement or such other address as may be specified in writing from time-to-time.
12. This Agreement (i) constitutes the entire agreement of the parties with respect to the Information; (ii) may be amended only by a writing executed by both parties; (iii) may not be assigned by either party without the consent of the other; and (iv) shall be binding upon and shall inure to the benefit of the parties’ respective heirs, administrators, personal representatives, and permitted successors and assigns.
Updated June 2016 Page 1 of 3