CONFIDENTIALITY
AND NON-DISCLOSURE AGREEMENT
This
Confidentiality Agreement (this “Agreement”) is made effective
as of the date shown below on this online form
and
is between Diabetics/Disabled Anonymous and the above named party
who will hereinafter be refereed to as “Member
or Volunteer”
In
this Agreement, the party who owns the Confidential Information will
be referred to as “Diabetics/Disabled Anonymous” and the
party to whom the Confidential Information will be disclosed will
be referred to as “Member or Volunteer”.
Member
or Volunteer is engaged in activities with Diabetics/Disabled Anonymous.
Diabetics/Disabled
Anonymous has requested that Member or Volunteer will protect the
confidential material and information which may be disclosed between
Diabetics/Disabled Anonymous members, volunteers, clients and employees
and Member or Volunteer. Therefore, the parties agree as follows:
I.
CONFIDENTIAL INFORMATION. The term “Confidential Information”
means any information or material which is proprietary to Diabetics/Disabled
Anonymous, whether or not owned or developed by Diabetics/Disabled
Anonymous, which is not generally known other than by Diabetics/Disabled
Anonymous, and which Member or Volunteer may obtain through any direct
or indirect contact with Diabetics/Disabled Anonymous.
A.
Confidential Information includes without limitation:
-real
property records, real property status and condition, plans for
real property, business records and plans, medical records, records
of interviews with clients and all other proprietary information
regarding assets and liabilities of
Diabetics/Disabled Anonymous.
B.
Confidential Information does not include:
non
sensitive social conversations
II. PROTECTION OF CONFIDENTIAL INFORMATION. Member or Volunteer understands
and acknowledges that the Confidential Information has been developed
or obtained by Diabetics/Disabled Anonymous by the investment of significant
time, effort and expense and that the Confidential Information is
a valuable, special and unique asset of Diabetics/Disabled Anonymous
which provides Diabetics/Disabled Anonymous with a significant competitive
advantage, and needs to be protected from improper disclosure. In
consideration for the disclosure of the Confidential Information,
Member or Volunteer agrees to hold in confidence and to not disclose
the Confidential Information to any person or entity without the prior
written consent of Diabetics/Disabled Anonymous. In addition, Member
or Volunteer agrees that:
i.
No Copying/Modifying. Member or Volunteer will not copy or modify
any Confidential Information without the prior written consent of
Diabetics/Disabled Anonymous.
ii.
Application to Members and Volunteers. Further, Member or Volunteer
shall not disclose any Confidential Information to any other members
or volunteers or employees of Diabetics/Disabled Anonymous, except
those who are required to have the Confidential Information in order
to perform their duties in connection with the limited purposes
of this Agreement. Each permitted employee, member or volunteer
to whom Confidential Information is disclosed shall sign a non-disclosure
agreement substantially the same as this Agreement at the request
of Diabetics/Disabled Anonymous.
iii.
Unauthorized Disclosure of Information. If it appears that Member
or Volunteer has disclosed (or has threatened to disclose) Confidential
Information in violation of this Agreement, Diabetics/Disabled Anonymous
shall be entitled to an injunction to restrain Member or Volunteer
from disclosing, in whole or in part, the Confidential Information.
Diabetics/Disabled Anonymous shall not be prohibited by this provision
from pursuing other remedies, including a claim for losses and damages.
III.
RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of Diabetics/Disabled
Anonymous, Member or Volunteer shall return to Diabetics/Disabled
all written materials containing that Confidential Information. Member
or Volunteer shall also deliver to Diabetics/Disabled Anonymous written
statements signed by Member or Volunteer certifying that all materials
have been returned within five (5) days of receipt of the request.
IV.
RELATIONSHIP OF PARTIES. Neither party has an obligation under this
Agreement to purchase any service or item from the other party, or
commercially offer any products using or incorporating the Confidential
Information. This Agreement does not create any agency, partnership
or joint venture.
V.
NO WARRANTY. Member or Volunteer acknowledges and agrees that the
Confidential Information is provided on an AS IS basis. Diabetics/Disabled
Anonymous makes no warranties, express or implied, with respect to
the confidential information and hereby expressly disclaims any and
all implied warranties of merchantability and fitness for a particular
purpose. In no event shall Diabetics/Disabled Anonymous be liable
for any direct, indirect, special, or consequential damages in connection
with or arising out of the performance or use of any portion of the
Confidential Information. Any actions taken by Member or Volunteer
in response to the disclosure of the Confidential Information shall
be solely at the risk of the Member or Volunteer.
VI.
LIMITED LICENSE TO USE. Member or Volunteer shall not acquire any
intellectual property rights under this Agreement except the limited
right to use set out above. Member or Volunteer acknowledges that,
as between Diabetics/Disabled Anonymous and Member or Volunteer, the
Confidential Information and all related copyrights and other intellectual
property rights, are (and at all times will be) the property of Diabetics/Disabled
Anonymous, even if suggestions, comments, and/or ideas made by Member
or Volunteer are incorporated into the Confidential Information or
related materials during the period of this Agreement.
VII.
GENERAL PROVISIONS. This Agreement sets forth the entire understanding
of the parties regarding confidentiality. Any amendments must be in
writing and signed by both parties. This Agreement shall be construed
under the laws of the State of Minnesota. This Agreement shall not
be assignable by either party and neither party may delegate its duties
under this Agreement, without the prior written consent of the party.
The confidentiality provisions of this Agreement shall remain in full
force and effect, indefinitely, after the effective date of this Agreement.
By
completing this form do you agree in advance to complete/absolute
confidentiality regarding
all volunteer work , in all aspects and respects, done for Diabetics/Disabled
Anonymous:
Yes
No
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AND NON DISCLOSURE AGREEMENT
