Non-Disclosure Agreement
This is a Non-Disclosure Agreement (“Agreement”) between PROTECT, a collaboration between three non-profit organizations: 3Strands Global Foundation, Love Never Fails, and Frederick Douglass Family Initiatives (“PROTECT”), and YOU (“Participant”).
Background
PROTECT is a national prevention program that provides trauma-informed education, training, and protocols for communities to recognize and report human trafficking.
PROTECT may obtain services (“Services”) from Participant as part of their participation in the program. In connection with PROTECT’S consideration of and Participant’s performance of the Services, it may be necessary for PROTECT to make available to Participant information about PROTECT. This Agreement describes the basis upon which Participant will hold and use that information.
1. Confidentiality
1.1 | Confidential Information
“Confidential Information” means all information, in any form, relating to PROTECT and furnished to or obtained by Participant from PROTECT during the course of the activities under this Agreement, including, without limitation, data, budget and other financial data, product plans and strategies, technical data and research, any products disclosed, and know-how. It does not include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by Participant; (ii) was known by Participant prior to its being furnished to Participant by PROTECT; (iii) is or becomes available to Participant on a non-confidential basis from a source other than PROTECT; or (iv) is independently developed by Participant. All Confidential Information furnished under this Agreement belongs exclusively to PROTECT.
1.2 | Use and Confidentiality
Participant will use Confidential Information only in connection with performing the Services under this Agreement and will keep it confidential. Participant will immediately notify PROTECT upon discovery of any loss or unauthorized disclosure of the Confidential Information. In addition, Participant will not disclose to any third party, or use for other clients or other third parties, any product resulting from the Services (a “Deliverable”), whether or not such Deliverable contains or reflects Confidential Information. All notes, reference materials, memoranda, documentation, and records in any way incorporate or reflecting any Confidential Information shall belong exclusively to PROTECT and will turn over all copies of such materials to PROTECT.
1.3 | Required Disclosure
If Participant is requested or required to disclose any Confidential Information by reason of legal requirements or legal proceedings of any nature, Participant will promptly provide PROTECT with immediate written notice of the request or requirement so that PROTECT may seek a protective order or other remedy or waive compliance with this Section 1.3. If, in the absence of a protective order or other remedy or the receipt of a waiver by PROTECT, Participant is nonetheless legally compelled to disclose Confidential Information, Participant may disclose only that portion of Confidential Information which counsel advises is legally required to be disclosed.
1.4 | Non-Disclosure of Relationship
Without the prior written consent of PROTECT, Participant will not disclose to any other person the fact that any Confidential Information has been made available under this Agreement, that discussions or negotiations are taking place concerning the Services, that Participant is performing the Services, or the nature of the Services. Participant may make such disclosure if disclosure is necessary to avoid committing a violation of any law. In that case, Participant will disclose only that portion of Confidential Information which counsel advises is legally required to be disclosed.
2. Relationship
2.1 | No Representations or Warranties
PROTECT does not make any representation or warranty, express or implied, with respect to the accuracy or completeness of, or assumes any liability for, any Confidential Information provided under this Agreement.
2.2 | Publicity
Participant will not use or permit the use of PROTECT’s names, logos, trademarks, or other identifying data, or otherwise discuss or make reference to PROTECT, in any notices to third parties, any study, policy, outreach, promotional, marketing, advertising, investment, or other material, or in any website, press release, or other public communication, however characterized, without first obtaining PROTECT’s prior written consent.
3. General Provisions
3.1 | Remedies
The parties recognize that a breach of this Agreement may cause irreparable harm to PROTECT and that actual damages may be difficult to ascertain and in any event may be inadequate. Accordingly, the parties agree that in the event of such breach, PROTECT may be entitled to injunctive relief in addition to such other legal or equitable remedies as may be available.
3.2 | Entire Agreement; Amendment
This Agreement expresses the final, complete, and exclusive agreement between PROTECT and Participant, and supersedes any and all prior or contemporaneous agreements, arrangements, negotiations, communications, course of dealing, or understandings between the parties relating to its subject matter. This Agreement may be amended only as stated in and by a writing signed by both PROTECT and Participant which recites that it is an amendment to this Agreement.
3.3 | Severability; Waiver
If any provision in this Agreement is held invalid or unenforceable, the other provisions will remain enforceable, and the invalid or unenforceable provision will be considered modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver under this Agreement must be in writing and signed by the party granting the waiver. Waiver of any breach or provision of this Agreement will not be considered a waiver of any later breach or of the right to enforce any provision of this Agreement.
3.4 | Assignment
Participant may not assign its rights or delegate its duties under this Agreement to anyone else without the prior written consent of PROTECT.
3.5 | Notices
Participant and PROTECT will send and receive any notices under this Agreement to the addresses provided below.
3.6 | Governing Law; Jurisdiction
This Agreement is governed by California law. Participant and PROTECT consent to the exclusive jurisdiction of the state and federal courts for California.
3.7 | Counterparts
This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument. Transmission by fax or PDF of executed counterparts will constitute effective delivery.
* * * * * * * *
Acknowledgement and Acceptance
a. I acknowledge that I have received a copy of the PROTECT non-disclosure agreement.
b. I understand, accept and agree to comply with all terms and conditions of the non-disclosure agreement.