undersigned, in consideration of my participation as a volunteer with Home
Builders Foundation (“HBF”), hereby agree to this Confidentiality 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.
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.
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
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.
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.
set forth in this Agreement shall expire on the first annual anniversary of the
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.
parties hereby agree to the terms of this Agreement.