Unilateral Non-Disclosure Agreement
DARKER BERRY GIRLS, LLC) UNILATERAL
CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT dated January 16, 2016 by and between Darker Berry Girls, LLC, a Tennessee Corporation and recipient (Volunteer Listed Above)
WHEREAS, Darker Berry Girls, LLC and Recipient, for their mutual benefit and pursuant to a working relationship which has been or may be established, anticipate that Darker Berry Girls, LLC may disclose or deliver to a working relationship which has been or may be established, anticipate that Darker Berry Girls, LLC may disclose or deliver to Recipient documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance, forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by Darker Berry Girls, LLC, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); and
WHEREAS, Darker Berry Girls, LLC desires to assure that the confidentiality of any Proprietary Information is maintained;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, Darker Berry Girls, LLC and Recipient hereby agree as follows:
1. For a period of sixty (60) months from the date hereof, Recipient shall hold in trust and confidence, and not disclose to others or use for Recipient's own benefit or for the benefit of another, any Proprietary Information which is disclosed to Recipient by Darker Berry Girls, LLC at any time between the date hereof and twelve (12) months thereafter. Recipient shall disclose Proprietary Information received under this Agreement to person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
2. The undertakings and obligations of Recipient under this Agreement shall not apply to any Proprietary Information which: (a) is described in an issued patent anywhere in the world, is disclosed in a printed publication available to the public, or is otherwise in the public domain through no action or fault of Recipient; (b) is generally disclosed to third parties by Darker Berry Girls, LLC without restriction on such third parties, or is approved for release by written authorization of Darker Berry Girls, LLC; (c) if not designated “confidential” at the time of first disclosure hereunder, or is not later designated in writing by Darker Berry Girls, LLC within thirty (30) days from disclosure to Recipient to be of a secret, confidential or proprietary nature; or (d) is shown to Darker Berry Girls, LLC by Recipient, within ten (10) days from disclosure, by underlying documentation to have been known by Recipient before receipt from Darker Berry Girls, LLC and/or to have been developed by Recipient completely independent of any disclosure by Darker Berry Girls, LLC.
3. Title to all property received by Recipient from Darker Berry Girls, LLC, including all Proprietary Information, shall remain at all times the sole property of Darker Berry Girls, LLC, and this Agreement shall not be construed to grant to Recipient any patents, licenses or similar rights to such property and Proprietary Information disclosed to Recipient hereunder.
4. Recipient shall, upon request of Darker Berry Girls, LLC, return to Darker Berry Girls, LLC all documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to Recipient, and all copies and reproductions thereof.
5. The parties further agree to the following terms and conditions:
i. Any breach by Recipient of any of Recipient's obligations under this Agreement will result in irreparable inquiry to Darker Berry Girls, LLC for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, Darker Berry Girls, LLC will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement.
ii. If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.
iii. In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of Recipient to show both that such contested information or matter is not Proprietary Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in the State of (your state).
iv. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
v. This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
vi. This Agreement is governed by and will be construed in accordance with the laws of the State of (your state), and the courts of (your state) shall be the exclusive forum.
vii. This Agreement is in addition to any prior written agreement between Darker Berry Girls, LLC and Recipient relating to the subject matter of this agreement; in the event of any disparity or conflict between the provision of such agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by Darker Berry Girls, LLC and Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Darker Berry Girls, LLC
BY Pamela Watson, Darker Berry Girls, LLC
Owner
Volunteer Listed Above, RECIPIENT
CONFIDENTIAL DISCLOSURE AGREEMENT
THIS AGREEMENT dated January 16, 2016 by and between Darker Berry Girls, LLC, a Tennessee Corporation and recipient (Volunteer Listed Above)
WHEREAS, Darker Berry Girls, LLC and Recipient, for their mutual benefit and pursuant to a working relationship which has been or may be established, anticipate that Darker Berry Girls, LLC may disclose or deliver to a working relationship which has been or may be established, anticipate that Darker Berry Girls, LLC may disclose or deliver to Recipient documents, components, parts, information, drawings, data, sketches, plans programs, specifications, techniques, processes, software, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including without limitation any and all information relating to marketing, finance, forecasts, invention, research, design or development of information system and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application prepared or filed by or behalf of by Darker Berry Girls, LLC, in any jurisdiction, and any amendments or supplements thereto (collectively, “Proprietary Information”); and
WHEREAS, Darker Berry Girls, LLC desires to assure that the confidentiality of any Proprietary Information is maintained;
NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants contained herein, Darker Berry Girls, LLC and Recipient hereby agree as follows:
1. For a period of sixty (60) months from the date hereof, Recipient shall hold in trust and confidence, and not disclose to others or use for Recipient's own benefit or for the benefit of another, any Proprietary Information which is disclosed to Recipient by Darker Berry Girls, LLC at any time between the date hereof and twelve (12) months thereafter. Recipient shall disclose Proprietary Information received under this Agreement to person within its organization only if such persons (i) have a need to know and (ii) are bound in writing to protect the confidentiality of such Proprietary Information. This paragraph 1 shall survive and continue after any expiration or termination of this Agreement and shall bind Recipient, its employees, agents, representatives, successors, heirs and assigns.
2. The undertakings and obligations of Recipient under this Agreement shall not apply to any Proprietary Information which: (a) is described in an issued patent anywhere in the world, is disclosed in a printed publication available to the public, or is otherwise in the public domain through no action or fault of Recipient; (b) is generally disclosed to third parties by Darker Berry Girls, LLC without restriction on such third parties, or is approved for release by written authorization of Darker Berry Girls, LLC; (c) if not designated “confidential” at the time of first disclosure hereunder, or is not later designated in writing by Darker Berry Girls, LLC within thirty (30) days from disclosure to Recipient to be of a secret, confidential or proprietary nature; or (d) is shown to Darker Berry Girls, LLC by Recipient, within ten (10) days from disclosure, by underlying documentation to have been known by Recipient before receipt from Darker Berry Girls, LLC and/or to have been developed by Recipient completely independent of any disclosure by Darker Berry Girls, LLC.
3. Title to all property received by Recipient from Darker Berry Girls, LLC, including all Proprietary Information, shall remain at all times the sole property of Darker Berry Girls, LLC, and this Agreement shall not be construed to grant to Recipient any patents, licenses or similar rights to such property and Proprietary Information disclosed to Recipient hereunder.
4. Recipient shall, upon request of Darker Berry Girls, LLC, return to Darker Berry Girls, LLC all documents, drawings and other tangible materials, including all Proprietary Information and all manifestation thereof, delivered to Recipient, and all copies and reproductions thereof.
5. The parties further agree to the following terms and conditions:
i. Any breach by Recipient of any of Recipient's obligations under this Agreement will result in irreparable inquiry to Darker Berry Girls, LLC for which damages and other legal remedies will be inadequate. In seeking enforcement of any of these obligations, Darker Berry Girls, LLC will be entitled (in addition to other remedies) to preliminary and permanent injunctive and other equitable relief to prevent, discontinue and/or restrain the breach of this Agreement.
ii. If any provision of this Agreement is invalid or unenforceable, then such provision shall be construed and limited to the extent necessary, or severed if necessary, in order to eliminate such invalidity or unenforceability, and the other provisions of this Agreement shall not be affected thereby.
iii. In any dispute over whether information or matter is Proprietary Information hereunder, it shall be the burden of Recipient to show both that such contested information or matter is not Proprietary Information within the meaning of this Agreement, and that it does not constitute a trade secret under the Uniform Trade Secrets Act or successor or similar law in effect in the State of (your state).
iv. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
v. This Agreement shall be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns.
vi. This Agreement is governed by and will be construed in accordance with the laws of the State of (your state), and the courts of (your state) shall be the exclusive forum.
vii. This Agreement is in addition to any prior written agreement between Darker Berry Girls, LLC and Recipient relating to the subject matter of this agreement; in the event of any disparity or conflict between the provision of such agreements, the provision which is more protective of Proprietary Information shall control. This Agreement may not be modified, in whole or in part, except by an agreement in writing signed by Darker Berry Girls, LLC and Recipient.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Darker Berry Girls, LLC
BY Pamela Watson, Darker Berry Girls, LLC
Owner
Volunteer Listed Above, RECIPIENT
Confirmation and Authorization
to By submitting this application I affirm that the information I provided is true and I agree to the Non Disclosure Agreement therein. I also declare that I have not violated any laws of any type pertaining to children. I also declare that I have not been accused of or been prosecuted for any child-related laws of any type and that I consent to a background check. I understand that this application does not guarantee a volunteer position, as I will be notified of acceptance. It also does not guarantee any other position and that a volunteer position means I will not receive any pay or reimbursement for what I give including my time, suggestions, materials, talent, etc. I also understand that either I or the owner-operator can discontinue the relationship at anytime with or without an explanation. I have read the content of this website and will continue to read for updates. I will also attend workshops and trainings sponsored by DBG or recommended by the owner-operator which will be free for admission. I will adhere to the code of conduct and will conduct myself accordingly. Due to the nature of this organization and its mission non DBG staff, children, adults, parents, etc. are not allowed at the programs, unless otherwise specified. This is to minimize distraction as well as to make sure members are able to feel comfortable in becoming open to what's being shared. I understand I will not be reimbursed or paid for mileage for any travel related to DBG. I understand that communication must be exchanged for planning purposes and meetings including in person, phone calls, texts, e-mails, teleconference tools, video chat tools, etc. In the event when commission-paid positions become available, I understand that it is not a guarantee that I will be considered for or contracted for such position. I declare that in exchange for my services I receive the same benefits from Darker Berry Girls, LLC as its club members. Please consider me, as I am ready to answer the call to serve!
