Nondisclosure Agreement

Updated April 2020

THIS VOLUNTEER AGREEMENT (“Agreement”) is entered into by and between EMPOWERING YOUTH, EXPLORING JUSTICE (“Organization”), an Ohio nonprofit corporation, with offices at 2529 Detroit Ave. Cleveland OH 44113 and (“Volunteer”) named below.

RECITALS:

WHEREAS, Volunteer would like to be a volunteer with and for the Organization and the Organization is prepared to accept Volunteer as a volunteer with and for the Organization subject to certain conditions, one of which is Volunteer’s execution of this Agreement; and

WHEREAS, to induce the Organization to accept Volunteer as a volunteer for the Organization, Volunteer is willing to execute this Agreement.

NOW, THEREFORE, in consideration of these covenants and agreements and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. Confidential Information. For the purposes of Volunteer serving as a volunteer for the Organization and for this Agreement (collectively “Purposes”), Confidential Information shall mean any information not known by the general public related to the Organization’s advisers; any items or materials, whether audio, electronic, hard copy, printed, written or other forms or media marked “Confidential,” involving the Cleveland Metropolitan School District or any school within the district or any employee or representative of any school or involving the Cleveland Division of Police; cloud-based set of proprietary team collaboration tools and services and Organization information on such as well as information on any other media; computer programs; concepts; curriculum; data; designs; documentation; donors; employees; finances; flow charts; fundraising; goals; grants; Impact (Data); ideas; know how; manuals; marketing plans and strategies; new program initiatives; object code; objectives; operations; participation, attendance and volunteer contributions to Discussion Series; personnel; plans; policies; procedures; processes; products; program collaborators and partners; programs; records; relationships; research; sensitive issues and situations that may arise with students involved in, participating in and volunteering with the Organization; Slack; software; software products and systems; source code; specifications; strategies; supporters; trade secrets; volunteers; and information related to any of the matters described in this paragraph, and all other information which may be disclosed by the Organization to Volunteer, or to which the Volunteer may be provided access by Organization, or others, or which is generated by Organization as a result of or in connection with this Agreement or the Purposes. Confidential Information may be written, oral, electronic, digital, recorded on tapes or in any other media or format. The term Confidential Information includes, but is not limited to all copies and reproductions, whether in whole or in part, of Confidential Information.
2. Nondisclosure Obligations. The Volunteer shall receive and hold the Confidential Information in confidence, and not use any of the Confidential Information in any manner except for what is in the best interests of the Organization in connection with the Purposes. Without limiting the generality of the foregoing, the Volunteer further promises and agrees: (a) to protect and safeguard the Organization’s Confidential Information against unauthorized use, publication or disclosure; (b) to hold the Confidential Information in strict confidence; (c) not directly or indirectly in any way to reveal, report, publish, disclose, transfer or otherwise use any of the Organization’s Confidential Information except as specifically authorized by the Organization in accordance with this Agreement; and (d) to comply with all requirements and obligations with respect to Confidential Information under the Family Educational Rights and Privacy Act of 1974 (“FERPA”).
3. No Copies. The Organization’s Confidential Information shall not be copied, reproduced in any form or stored in a retrieval system or database by the Volunteer without the prior written consent of the Organization. Any permitted copies shall contain the same proprietary notices of the Organization, if any, as may appear on the original Confidential Information disclosed to the Volunteer and shall remain subject to the provisions of this Agreement.
4. Return of Confidential Information. The Volunteer shall promptly deliver to the Organization (or, at the Organization’s option, to destroy) all records, notes, and other written, printed, or tangible materials in the possession of the Volunteer, embodying or pertaining to the Confidential Information of the Organization, and delete the Organization’s Confidential Information from all retrieval systems and databases under the power or control of the Volunteer or destroy same as directed by the Organization upon the earliest of: (a) the termination of discussions between the parties without executing any agreements therewith; (b) the termination of the Purposes; (c) the termination of the Volunteer’s involvement with the Organization; or (d) the written request of the Organization. The Volunteer shall provide the Organization with written confirmation of such deletion within three (3) days of destroying the Confidential Information.
5. Media. To help Organization in its Mission, as a volunteer for the Organization, Volunteer consents to interviews and/or pictures or videos taken of them for the use by Organization forever of Volunteer’s name, image and voice in such ways, in such materials, locations and media and for such purposes as Organization determines will be helpful to Organization in accomplishing its goals and serving its Mission. Volunteer transfers to Organization all of Volunteer’s rights to Volunteer’s name, image and voice used as described in this paragraph. The consent and agreement of Volunteer in this paragraph includes audio, internet, photograph(s), print, radio, social media, television, video, web space, and all other media, whether the media exists now or in the future, and any and all of the promotional, marketing and fundraising materials of Organization. Volunteer shall not ask or make a claim against Organization to be paid or receive anything for such use of Volunteer’s name, image and voice.
6. Lost Items/Accidental Disclosures. The Volunteer shall promptly give Notice, as described in Section (13), to the Organization in the event of any loss of any item containing, or accidental disclosure of, Confidential Information of the Organization, describing the item and its contents, and shall make all reasonable efforts to locate and return any such lost item.
7. Right, Title and Interest. All right, title and interest in and to the Organization’s Confidential Information shall remain the exclusive property of the Organization, and the Organization’s Confidential Information shall be held in trust and confidence by the Volunteer for the Organization. No interest, title, license or any right respecting the Organization’s Confidential Information is granted to the Volunteer under this Agreement by implication or otherwise. All Confidential Information is and shall be considered to be proprietary to the Organization. All applicable intellectual property rights in the Confidential Information, present and future, shall remain in, be in and be owned solely by the Organization. The Volunteer shall give all further assurances, as the Organization deems reasonably necessary, to evidence title and ownership of the Confidential Information in the Organization.
8. Code of Conduct. As a Volunteer unto itself, as well as for the youth you help serve, you understand the importance of conducting yourself to the highest standards for oneself and the Organization. To that end, you agree to be bound by the EYEJ Code of Conduct, incorporated herein by reference.   By signing this Agreement, you acknowledge you have received and read a copy of the Code of Conduct and understand that the Code of Conduct is available to all Volunteers online at http://eyej.org/code-of-conduct/. You further acknowledge and understand that the Code of Conduct may be updated and modified at various times throughout the year. The Organization shall send notification through its normal channels of communication of such changes, but the Volunteer is responsible to periodically review the Code of Conduct, not only for changes to the Code of Conduct but also to ensure each Volunteer is maintaining their compliance with the Code of Conduct.
9. Disclaimers and Warranties: Organization is not responsible for any problems or technical malfunction of any telephone network, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems, third party interference or “hacking” or traffic congestion on the Internet, including injury or damage to users and/or members.
   ORGANIZATION DOES NOT REPRESENT OR WARRANT: (A) THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES, MALWARE, SPYWARE, OR OTHER MALICIOUS CODE OR HARMFUL COMPONENTS; (B) THAT THE SERVICE IS INVULNERABLE TO FRAUD OR UNAUTHORIZED USE BY UNKNOWN AND UNIDENTIFIABLE THIRD-PARTIES OR OTHER MALICIOUS ACTORS. VOLUNTEER IS SOLELY RESPONSIBLE, AND ORGANIZATION SHALL HAVE NO RESPONSIBILITY, FOR ENSURING THAT VOLUNTEER’S PROPOSED USE OF THE SERVICE COMPLIES WITH APPLICABLE LAWS.
   Volunteer is responsible for all activity that occurs under Volunteer’s account, including unauthorized activity. Volunteer must safeguard the confidentiality of Volunteer’s account credentials. If Volunteer is using a computer that others have access to, Volunteer must log out of Volunteer’s account after each session. If Volunteer become aware of unauthorized access to Volunteer’s account, Volunteer must change Volunteer’s password and notify Organization immediately.
10. Remedies. The Volunteer understands and acknowledges that any disclosure or misappropriation of any of the Organization’s Confidential Information in violation of this Agreement may cause the Organization irreparable harm, the amount of which may be difficult to ascertain, and the Organization will not have an adequate remedy at law. The Organization shall be entitled to relief by way of injunction from any court of proper jurisdiction, in addition to all other rights that the Organization may have at law, in equity, or otherwise and the Organization will not be obligated to post bond or other security in seeking such relief nor submit proof of the economic value of any Confidential Information or trade secrets. All costs and damages, including court costs and legal fees, incurred by the Organization due to a breach by the Volunteer of this Agreement shall be reimbursed to the Organization by the Volunteer, which obligation and liability shall survive the termination of the Volunteer’s relationship with the Organization for any reason. The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of the Volunteer against the Organization whether predicated on this Agreement or otherwise.
11. Other. This Agreement and the obligations and liabilities hereunder of any party shall be binding on and inure to the benefit of the representatives, assigns, successors, heirs and legal representatives of the parties. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understanding and agreements between the parties with respect thereto.
    This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. Any signature page hereto delivered by e-mail in PDF form, a fax machine or telecopy machine shall be binding to the same extent as an original signature page, with regard to this Agreement subject to the terms hereof or any amendment thereto.
    Organization reserves the right to modify and/or update Agreement by way of Notice as defined in Section (13). Volunteer consents to such changes, modifications or updates to the Agreement unless Notice is provided to Organization within 10-days of deemed delivery.
12. Volunteer’s Age. Volunteer understands that Organization have correct information regarding the age of Volunteer and will rely on that information. Volunteer represents and warrants to Organization that Volunteer is at least 18 years old and has read and understands the terms of this Agreement. If Volunteer is not at least 18 years of age, Volunteer’s parent or legal guardian who are executing this Agreement represents and warrants to Organization that the parent or legal guardian has read and understands and executed this Agreement.
13. Volunteer’s Promises and Representations. Volunteer promises and represents to Organization as follows:
    1. All information in any form that Volunteer provides Organization in any form at any time shall be true, complete and correct in all material respects including, without limitation, all information in the Volunteer Questionnaire attached to this Agreement as Attachment A.
    2. Volunteer within 72 hours shall inform Organization of any change in the information in any form that Volunteer has provided Organization.
    3. Volunteer has never been:
       1. Indicted, convicted or pled guilty or nolo contendere to any allegation involving a sexual offense, domestic violence, or child endangerment.
       2. Affiliated with any organized crime group including a gang.
14. Notice: Any Notice to Organization from Volunteer as required by this Agreement, such Notice shall be provided by e-mail in PDF form to hello@eyej.org or Postal mail, signature required and return receipt requested.
    Any Notice from Organization to Volunteer under this agreement shall be sent either by Electronic means (this form) or to the email address associated with Volunteer (volunteer@eyej.org) or by text, and shall be deemed delivered when sent by Organization or by hard copy first class mail to the address associated with Volunteer and shall be deemed delivered five calendar days after mailing.