This Confidentiality & Inventions Agreement ("Agreement") is entered into betweenn the undersigned ("Volunteer") and The Dragonfly Foundation ("TDF").
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.
Volunteer agrees as follows:
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
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
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
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
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.
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
C. Volunteer agrees that all such TDF-related inventions (intellectual, visual, electronic, or material) are the sole property of TDF.
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: