This Volunteer Non-Disclosure Agreement (this “Agreement”) is entered into as of the April, 2019 (the “Effective Date”) by and between Spicy Tribe Inc (the “Company”), and an Volunteer of the Company (the “Volunteer”). The above parties may be referred to singularly as a “Party” or collectively as the “Parties”.
The Company agrees to hire Volunteer pursuant to the terms and conditions of that certain Volunteer Agreement executed between the Parties on the April, 2019 (the “Volunteer Agreement”). In connection with the Volunteer’s duties under the Volunteer Agreement, the Company may disclose to the Volunteer certain confidential and proprietary information unique and valuable to its ongoing business operations. In consideration of the Volunteer’s employment by the Company and the covenants and mutual promises contained herein, the Parties agree as follows:
The term “Confidential Information” as used in this Agreement shall mean all information relating to Company's business and marketing practices and plans, trade secrets, products, software, technology, patents, trademarks, copyrights, customer lists, documentation, know-how, policies, research and financial information, whether disclosed in writing, orally or in any other manner, and all notes, analyses, compilations, studies, interpretations or knowledge disclosed by the Company to the Volunteer and not generally known to the public, including but not limited to:
a. The Company’s business or operational plans or activities, existing or contemplated markets, advertising initiatives, methods of operation, products, or services;
b. The Company’s suppliers or logistics data;
c. The Company’s customer or supplier lists, cost of goods or services, profits and losses, budgeting, past or future sales, or financial information;
d. The Company’s schematics, designs, software source or object code, compressed or uncompressed binaries, inventions, patents or patent applications or illustrations;
e. The Company’s existing or contemplated designs, models or platforms, formulas, research, notes, or analytical data;
f. The Company’s management, board of directors, affiliates, suppliers, customers, Volunteers, or third-party contractors;
g. The Company’s history, entity structure, accounts, or goods; the Company’s copyrights, trademarks, trade secrets, patents, trade names, moral rights, or any other tangible or intangible rights, whether registered or unregistered;
h. The Company’s technical systems, processes, methods, algorithms, computational schemas, know-how, or trade secrets;
i. The Company’s Volunteers, salaries, job related functions, duties or responsibilities; the Company’s written, auditory or electronic communications;
j. Any information that if disclosed, whether true or untrue, could harm the good shall or reputation of the Company or the Company’s management, board of directors, affiliates, suppliers, customers, Volunteers, third-party contractors, methods of operation, products, or services; or
k. Any other information of any of whatever kind and nature that the Company desires to maintain confidential.
Exclusions to Confidential Information
The obligation of confidentiality with respect to Confidential Information shall not apply to any information:
a. If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by the Volunteer;
b. If the information is or was received by the Volunteer from a third-party source which, to the best knowledge of the Volunteer, is or was not under a confidentiality obligation to the Company with regard to such information;
c. If the information is disclosed by the Volunteer with the Company’s prior written permission and approval;
d. If the information is independently developed by the Volunteer prior to disclosure by the Company and without the use and benefit of any of the Company’s Confidential Information; or
e. If the Volunteer is legally compelled by applicable law, by any court, governmental agency, or regulatory authority or subpoena or discovery request in pending litigation, but only if, to the extent lawful, the Volunteer gives prompt written notice of that fact to the Company prior to disclosure so that the Company may request a protective order or other remedy, the Volunteer may disclose only such portion of the Confidential Information which it is legally obligated to disclose.
Obligation of Non-Disclosure
Unless otherwise agreed in writing by Company, Volunteer agrees to keep all Confidential Information confidential and not to disclose or reveal any Confidential Information to any other individuals and parties. With respect to Confidential Information:
a. The Volunteer agrees to retain the Confidential Information in strict confidence, to protect the security, integrity, and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication, or dissemination of Confidential Information except in conformity with this Agreement.
b. Confidential Information is and shall remain the sole and exclusive property of the Company and shall not be disclosed or revealed by the Volunteer, except (i) to other Volunteers of the Company who have a need to know such information and agree to be bound by the terms of this Agreement or (ii) with the Company’s express prior written consent.
c. The Volunteer agrees that, in the event the Volunteer must download, access, process, transfer or otherwise communicate Confidential Information, the Volunteer shall comply with all laws and regulations applicable to exports and re-exports of data and information and shall not, directly or indirectly, export or re-export any Confidential Information in violation of such laws and regulations, including without limitation, those prohibiting export or re-export to restricted countries or without governmental authorization.
d. Upon termination of this Agreement or at the request of the Company, the Volunteer shall ensure that all Confidential Information and all documents, memoranda, notes and other writings or electronic records prepared by the Volunteer that include or reflect any Confidential Information in the Volunteer’s actual or constructive possession are returned to the Company within 5 business days.
Ownership of Confidential Information
Volunteer agrees that all Confidential Information shall remain the property of Company, and that Company may use such Confidential Information for any purpose without obligation to Volunteer. Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. The disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Volunteer agree not to use any Confidential Information as a basis upon which to develop or have developed a competing or similar product, or in any way detrimental to Company.
Unless otherwise agreed by both parties, the obligations of this Agreement shall be continuing until the Confidential Information disclosed to Receiving Party is no longer confidential.
No joint venture, partnership or agency relationship exists between the Volunteer, the Company or any third-party as a result of this Agreement. This Agreement shall inure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither Party may assign its rights or delegate its duties under this Agreement without the other Party’s prior written consent. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither Party shall be charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the Party and any such waiver shall be limited to the terms of such writing.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. VOLUNTEER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF ILLINOIS FOR ANY ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (AND VOLUNTEER AGREE NOT TO COMMENCE ANY ACTION, SUIT OR PROCEEDING RELATING THERETO EXCEPT IN SUCH COURTS), AND FURTHER AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY REGISTERED MAIL TO VOLUNTEER’S ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST VOLUNTEER IN ANY SUCH COURT.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.