I acknowledge that in order to perform my duties for Honor and Remember, Inc. and/or one or more of its state chapter affiliates (collectively, the “Company”) I have received, developed and/or been entrusted with (and/or may receive, develop and be entrusted with) confidential, proprietary and trade secret information belonging to the Company, which may include, but will not necessarily be limited to: information concerning the Company’s business, operations and finances; computer programs and software and related documentation; customers, prospective customers, donors and prospective donors; marketing strategies; operational plans; pricing decisions and policies; and business practices and methods, as well as personal and other information relating to the Company’s donors and prospective donors, recipients and prospective recipients of flag dedications by the Company and employees, volunteers and others working for or affiliated with the Company (“Confidential Information”). Confidential Information may or may not bear a stamp, legend or other designation identifying it as such or indicating that it is covered by this Agreement, but the lack of any such stamp, legend or designation will not alter the confidential, proprietary and/or trade secret nature of such information or its inclusion in the Confidential Information protected under this Agreement.
However, the Company acknowledges and agrees that any Confidential Information that falls into one of the following categories will not be subject to the restrictions on disclosure and other terms of this Agreement:
(a) Any information that is or becomes generally available to the public other than as a result of disclosure by me or any party to whom I disclose such information;
(b) Any information that I obtain on a non-confidential basis from a third party who is not affiliated with the Company and is legally entitled to disclose such information; and
(c) Any information not provided to me by the Company that I already knew prior to becoming affiliated with the Company as an employee or volunteer (or in any other capacity).
In consideration of my being permitted to work for or be affiliated with the Company and allowed access to its Confidential Information, and other good and valuable consideration:
1. I acknowledge and agree that all Confidential Information I receive or learn, or have previously received or learned, in any manner or from any source, is confidential, proprietary and/or trade secret information belonging solely to the Company. At all times during and after my employment by or affiliation as a volunteer or otherwise with the Company, (a) I agree not to disclose, communicate or make available, or participate in the disclosure of Confidential Information to anyone outside the Company, except either (i) for the benefit of and with the authorization of the Company in the course of my authorized work for the Company, and then only if appropriate measures have been taken prior to the disclosure to assure that Information in the hands of the third party will be adequately protected from unauthorized use or further disclosure, or (ii) to the extent that such disclosure is required by applicable law, provided that I use reasonable efforts to limit the disclosure by means of a protective order or a request for confidential treatment and provide the Company a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure and/or seek a protective order; (b) I agree to use Confidential Information only for the benefit of the Company in the course of my authorized work for the Company; (c) I agree not to access Confidential Information except as required in the performance of my authorized work for the Company; and (d) except in furtherance of the interests of the Company in the course of my work for the Company, I agree not to make any copies of or extracts from Confidential Information.
2. I agree to return to the Company all Confidential Information (including all copies and extracts) in my possession or control, at any time the Company asks me to do so, and in all events at the end of my employment or volunteer or other affiliation with the Company, regardless of the reason for or party initiating my separation from the Company.
3. This Agreement contemplates personal services by me, but is nonetheless assignable and transferable by the Company and shall inure to the benefit of the Company and its successors and assigns. By execution of this Agreement, I consent to its future assignment by the Company.
4. I acknowledge and agree that any violation of this Agreement by me may result in irreparable injury to the Company, for which the Company will not have an adequate remedy at law. I therefore agree that, if I violate any term of this Agreement, the Company will be entitled to injunctive and other equitable relief, in addition to all other available remedies.
5. The illegality, invalidity or unenforceability of any part of this Agreement shall not in any way diminish the validity or enforceability of the remainder of this Agreement, and in lieu of each part of this Agreement which may be or become illegal, invalid or unenforceable under present or future laws, there shall be added and made part of this Agreement a clause or provision as similar in terms to such illegal, invalid or unenforceable part as may be possible and as may be legal, valid and enforceable.
6. I acknowledge and agree that this Agreement will be governed by and construed in accordance with the substantive laws of Virginia, without giving effect to any law or rule that would result in a court applying the laws of any other jurisdiction, and I irrevocably and unconditionally consent to venue and jurisdiction of courts situated in Virginia with respect to any litigation between me and the Company.
By signing below, I acknowledge that I have read and fully understand all the terms of this Agreement, and also that I understand that it is a legally binding Agreement made by me for the benefit of the Company.
AGREEMENT ACCEPTED:
Employee’s or Volunteer’s Signature
