I, the undersigned, in consideration of my participation as a volunteer with Home Builders Foundation (“HBF”), hereby agree to this Confidentiality Agreement (this “Agreement”).
I understand that I may be given access to information that is considered proprietary or confidential by HBF (“Confidential Information”) to the extent necessary in order to perform my duties as a volunteer with HBF. I shall not, at any time either during or subsequent to this participation with HBF, make unauthorized disclosures or unauthorized use of any Confidential Information. Proprietary information includes, but is not limited to, all information, data, reports, analyses, processes, know-how, designs, plans, marketing data, business plans and strategies, negotiations and contracts, research, and volunteer, donor or vendor lists, compilations, trade secrets, and confidential information, whether in written, oral or electronic form. Confidential information includes, but is not limited to, any personal information of any HBF employee, volunteer, agency partner, or donor, whether in written, oral or electronic form. All Confidential Information shall be marked as “confidential” or communicated to be “confidential” whenever disclosed in written or oral form, respectively, by HBF. I agree not to use, without HBF’s prior written consent, the Confidential Information for any purpose other than to carry out my role with HBF.
The term "Confidential Information" does not include information which (i) is or subsequently may become, through no fault of mine, publicly available, (ii) was available to me on a non-confidential basis prior to its disclosure to me by HBF or its representatives, (iii) becomes available to me on a non-confidential basis from a source other than HBF or its representatives provided that such source is not known to me after reasonable inquiry to be bound by a confidentiality agreement with HBF or its representatives or (iv) is independently developed by me. I acknowledge that the Confidential Information is and will remain the property of HBF.
All employer records and information relating to HBF or its volunteers, agency partners, and donors are confidential, and I will treat all matters accordingly. This includes any information protected under any applicable state or federal privacy law. No HBF-related information, including without limitation, documents, notes, files, records, oral information, computer files or similar materials (except in the ordinary course of performing duties on behalf of the HBF) may be removed from HBF premises without permission from HBF staff. Additionally, the contents of HBF’s records or information otherwise obtained in regard to business may not be disclosed to anyone, except where required for an authorized business purpose and/or required by law. I will not disclose any confidential information, purposefully or inadvertently (through casual conversation), to any unauthorized person inside or outside the HBF. If I am unsure about the confidential nature of specific information, or whether specific information may be protected under state or federal law, I will ask an HBF staff member supervising my actions as a project for clarification before disclosing the information.
Proprietary information and trade secrets are created at substantial cost and expense to HBF. Unauthorized use or disclosure of confidential or proprietary information would cause irreparable injury to HBF. I agree that monetary damages would not be a sufficient remedy for any breach of this agreement by me, and that, in addition to all other remedies, HBF shall be entitled to seek (a) specific performance and (b) injunctive or other equitable relief as a remedy for any such breach, and I further agree to waive any requirement for any bond in connection with such remedy.
In the event that I am legally compelled to disclose any of the Confidential Information, I agree to provide the HBF with prompt prior written notice so that it may seek a protective order and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or the Company waives compliance with the provisions hereof, I agree to furnish only that portion of the Confidential Information which I am legally required to furnish.
This Agreement will be governed by and construed in accordance with the laws of the State of Colorado and the parties hereto agree to submit to (and expressly consent to) the jurisdiction of, and waive any objection to venue in, federal or state courts located in such state.
Any notice or other communication required or permitted to be delivered under this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iii) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, to the address set forth beneath the name of each party below (or to such other address as such party may designate by advance written notice to the other party hereto).
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same instrument. A signed copy of this Agreement delivered by photocopies, facsimile transmissions, or email transmissions of Adobe portable document format files (also known as “PDF” files) of signatures shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
The obligations set forth in this Agreement shall expire on the first annual anniversary of the Effective Date.
When I cease my participation as a volunteer with the HBF, I, at my discretion, will destroy or return all HBF-related information and property that I have in my possession, including without limitation documents, files, records, manuals, information stored on a personal computer, personal data assistant or computer disk, supplies, and I will return all equipment or office supplies.
The undersigned parties hereby agree to the terms of this Agreement.