This Confidentiality & Inventions Agreement ("Agreement") is entered into betweenn the undersigned ("Volunteer") and The Dragonfly Foundation ("TDF").

RECITALS:

A. Whereas, TDF have invested significant time, effort, and expense to develop relationships with donors, sponsors, patients, patient families, vendors, suppliers, and others that are essential for TDF’s success;

B. Whereas, TDF have invested significant time, effort, and expense to develop proprietary systems, practices, processes, software, and materials that are an integral part of TDF’s ongoing operations;

C. Whereas, TDF’s continued success depends to a significant degree upon TDF's ability to maintain confidentiality of matters related to TDF’s operations, processes, systems, practices, donors, sponsors, patients, patient families, personal health information;

D. Whereas, TDF wishes to protect the confidential and proprietary information and trade secrets of TDF and its patients, and ensure that all employees maintain the confidentiality of such information; and

E. Whereas, in the ordinary course of fulfilling Volunteer’s scope of responsibilities, Volunteer may become directly or indirectly aware or have possession of confidential and proprietary information and trade secrets not generally known to others.

F. Therefore, Volunteer acknowledges that TDF desires to protect the confidential and proprietary information and trade secrets of TDF and its patients, and that Volunteers engagement and this Agreement create duties of trust and confidentiality to TDF and its patients with respect to such information.  Volunteer further acknowledges the importance of TDF’s reputation in the community and the importance of protecting that reputation.  As a condition of engagement with TDF, Volunteer agrees to be bound by the terms of this Agreement.  Volunteer also acknowledges that the obligations set forth in this Agreement shall continue without time limitation.

AGREEMENT:

Volunteer agrees as follows:

ARTICLE I: CONFIDENTIAL INFORMATION

A. As used in this Agreement, the term "Confidential Information" shall include confidential and proprietary information and data and trade secrets not generally known by others outside TDF concerning TDF’s business, operations, patients, patient families, and donors, including but not limited to donor lists; sponsor lists; vendor lists; supplier lists; names and contact information of donors, sponsors, vendors, and suppliers; employee information; patient lists; names, contact information, and personal health information of patients and patient families; TDF systems design, systems access, financial information, operational data, strategic plans, business plans, marketing plans, fundraising plans, manuals, photographs, processes, practices, equipment, expenses, costs, and all other concepts or ideas involving or reasonably related to the business or prospective business of TDF; and information received by TDF as to which there is a bona fide obligation, contractual or otherwise, on TDF's part, not to disclose the same.

B. Volunteer acknowledges and agrees that the Confidential Information constitutes trade secrets of TDF and at all times is material to this Agreement.

C. During and after Volunteer’s engagement with TDF, Volunteer:

1) Shall keep all Confidential Information strictly confidential and not discuss, disclose, communicate, publish, or transmit such Confidential Information to any person, entity, or organization outside TDF, or make any unauthorized copy of, retain, or use the Confidential Information in any capacity, position, or business unrelated to TDF for any reason whatsoever without the prior written consent of TDF;

2) Shall use the Confidential Information only in furtherance of proper consulting-related reasons for the benefit of TDF, TDF patients, and TDF patient families;

3) Shall not use or disclose Confidential Information for Volunteer’s own benefit or for the benefit of any other person, entity, or organization other than TDF;

4) Shall take all reasonable and necessary care that TDF deems necessary or appropriate, to protect and to prevent unauthorized or inadvertent use, disclosure, or dissemination of Confidential Information.

D. Volunteer acknowledges and agrees that the Confidential Information is, shall be, and shall remain the exclusive property of TDF, and shall not be removed from the premises or communicated to others directly or indirectly under any circumstances whatsoever without the prior written consent of TDF.

E. All notes, notebooks, memoranda, computers, computer disks, hard drives, electronic devices, and other similar repositories of information containing or relating in any way to Confidential Information shall be the property of TDF.  All such items made or compiled by Volunteer or made available to Volunteer during the period of engagement, including all copies thereof, shall be held by Volunteer in trust and solely for the benefit of TDF and shall be delivered to TDF by Volunteer upon completion of engagement with TDF, or at any other time upon the request of TDF, and Volunteer shall not keep any copies thereof.

F. Volunteer acknowledges and agrees that the use or disclosure of any Confidential Information directly or indirectly (including social media channels) without the prior written consent of TDF may be cause for engagement termination, as well as an action at law or in equity in any appropriate state or federal court, and that without waiving the right to collect damages from Volunteer, TDF shall be entitled to an injunction prohibiting the use or disclosure of Confidential Information.

G. Certain obligations of this Agreement may cease to apply if and to the extent that (i) Confidential Information becomes available to the general public through no fault of Volunteer; or (ii) Volunteer is compelled to disclose Confidential Information pursuant to applicable law, subpoena, or court order. This paragraph shall apply only to such Confidential Information as may become public pursuant to subsection (i), or as may be compelled pursuant to subsection (ii), and all other terms, conditions, and obligations of this Agreement shall otherwise remain in full force and effect.

H. Volunteer expressly acknowledges and agrees that the obligations and restrictions set forth this Agreement shall continue without time limitation during Volunteer’s engagement relationship with TDF and after the voluntary or involuntary termination by either party of that relationship.

ARTICLE II: NATURE OF RELATIONSHIP

It is expressly understood and agreed that this Agreement does not create or define the terms of any contract of employment, whether express or implied.   

ARTICLE III: INVENTIONS

A. Volunteer shall promptly disclose to TDF in writing all TDF-related inventions, ideas, discoveries, and improvements whether or not patentable or registrable under Copyright or similar statutes, made, conceived, reduced to practice, or learned by Volunteer, either alone or jointly with others, during Volunteer’s engagement with TDF.   

B. Volunteer hereby assigns to TDF all right, title, and interest in and to any and all TDF-related inventions, ideas, discoveries, and improvements.

C. Volunteer agrees that all such TDF-related inventions (intellectual, visual, electronic, or material) are the sole property of TDF.

ARTICLE IV: MISCELLANEOUS PROVISIONS

A. This Agreement shall inure to the benefit of the successors and assigns of TDF, and shall be binding upon Volunteer’s heirs, assigns, administrators, and representatives.

B. All provisions of this Agreement shall be severable for purposes of enforcement. If any provision or clause of this Agreement is unenforceable at law or in equity, such clause or provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall continue to be enforceable, according to its terms.

C. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Any modification of this Agreement will be effective only if it is mutually agreed upon in writing and signed by TDF and Volunteer.

D. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matters hereof, and supersedes any previous agreements between the parties relating to confidentiality and inventions. No modification, amendment, termination, or waiver of this Agreement shall be binding unless agreed upon in writing and signed by Volunteer and a duly authorized officer of TDF. The failure of TDF to insist upon strict compliance with any of the terms, covenants, or conditions of this Agreement shall not be deemed a waiver of any such term, covenant, or condition.

E. In the event of any dispute related to this Agreement, the prevailing party in that dispute shall recover its attorney fees.

Acknowledged and agreed by: