This Non-Disclosure Agreement to Protect Release of Confidential Information (“Agreement”), effective as of (Date noted below), 2021(the "Effective Date"), by and between Rescue Hill Nazarene Compassionate Ministry Center, (hereinafter “RHNCMC”), a Texas Not-For-Profit Corporation, having its principal place of business at 2222 East Park Row Drive, Arlington Texas 76010 and (your name), an individual (hereinafter “Second Party”) (together, the "Parties" , and each, a "Party").
WHEREAS, in connection with supporting anti-human trafficking efforts and immigration services, which includes managing sensitive personal, legal, and business information of victims’, Clients, and RHNCMC, (the "Purpose"), the Parties desire to share certain information that is non-public, confidential, or proprietary in nature and have therefore decided to enter into an agreement restricting the use and further disclosure of such information.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, the Parties agree as follows:
1. Confidential Information. "Confidential Information" means:(a) all oral, written, or other tangible form or media information disclosed before or after the Effective Date, by RHNCMC (the "Disclosing Party") to the Second Party (the "Receiving Party"):(i) related to RHNCMC business, victims’ and/or Clients that is designated as confidential and proprietary or that, by the nature of the information or the circumstances surrounding its disclosure, should in good faith be treated as confidential and proprietary and shall remain the property of RHNCMC.(ii) concerning programming and campaigns and the location and details of RHNCMC. If any such Confidential and Proprietary Information is to be transferred to any person/entity outside the RHNCMC organization, such transfer must be authorized in writing by any of the RHNCMC Co-Directors.
2. Exclusions from Confidential Information. The term "Confidential Information" as used in this Agreement shall not include information that:
(a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the Receiving Party or any of its Representatives;(b) was lawfully known by or in the possession of the Receiving Party, as established by documentary evidence, prior to being disclosed by the Disclosing Party pursuant to this Agreement; or(c) was or is independently developed by the Receiving Party, as established by documentary evidence, without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information.
3. Receiving Party’s Obligations. The Receiving Party shall:(a) protect and safeguard the confidentiality of all such Confidential Information with the highest degree of care as the Receiving Party would protect its own Confidential Information;(b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, or otherwise in any manner to the Disclosing Party's detriment, including without limitation, against loss, theft, or inadvertent disclosure;(c) not disclose any such Confidential Information to any person or entity without having obtained the express prior written consent of the Disclosing Party;(d) be responsible for any breach of this Agreement caused by any of its Representatives.(e) only disclose Confidential Information to the Receiving Party’s client to the extent that such client has a specific need to know of the Confidential information for the evaluation of the proposed collaboration. The Receiving Party’s client shall read and sign this Nondisclosure Agreement prior to receiving such Confidential Information. The Receiving Party’s client shall acknowledge and agree to abide by the Receiving Party’s obligations hereunder.
4. Required Disclosure. Any disclosure by the Receiving Party or its Representatives of any of the Disclosing Party's Confidential Information pursuant to applicable federal, state, or local law, regulation, or valid order issued by a court or governmental agency of competent jurisdiction (a "Legal Order") shall be subject to the terms of this Section. Prior to making any such disclosure, the Receiving Party shall, or shall cause its Representatives to, provide the Disclosing Party with:(a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and(b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party or its Representatives remain subject to a Legal Order to disclose any Confidential Information, the Receiving Party or its Representatives shall disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's or its Representatives’ legal counsel, such Legal Order specifically requires the Receiving Party or its Representatives to disclose and, upon the Disclosing Party's request, shall use reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
5. Return or Destruction of Confidential Information.(a) At any time during or after the term of this Agreement, at the Disclosing Party’s oral or written request, the Receiving Party and its Representatives shall promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, of the Disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. In addition, the Receiving Party shall also destroy all copies of any Notes created by the Receiving Party or its Representatives and certify in writing to the Disclosing Party that such copies have been destroyed.(b) Notwithstanding the foregoing, the Receiving Party is not required to return or destroy any Confidential Information if doing so would violate any applicable law, regulation, or applicable judicial or governmental order. Moreover, to the extent that Receiving Party's computer back-up or archiving procedures create copies of the Confidential Information, the Receiving Party may retain such copies for the period it normally archives backed-up computer records so long as such copies are not readily accessible and are not used or consulted for any other purpose, which copies shall be subject to this Agreement until destroyed or no longer deemed Confidential Information.
6. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire 120 months from the Effective Date, provided that any Party may terminate this Agreement at any time by providing written notice to the other Parties. Notwithstanding anything to the contrary herein, each Party's rights and obligations under this Agreement shall survive any expiration or termination of this Agreement indefinitely, even after the return or destruction of Confidential Information by the Receiving Party and its Representatives.
7. NO REPRESENTATIONS OR WARRANTIES. THE DISCLOSING PARTY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED OR IMPLIED, REGARDING THE CONFIDENTIAL INFORMATION DISCLOSED TO THE RECEIVING PARTY HEREUNDER, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO THE ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR ABSENCE OF INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. THE DISCLOSING PARTY SHALL NOT BE LIABLE TO THE RECEIVING PARTY OR ANY OF ITS REPRESENTATIVES RELATING TO OR AS A RESULT OF THE RECEIVING PARTY'S USE OF ANY OF THE CONFIDENTIAL INFORMATION OR ANY ERRORS OR OMISSIONS THEREIN.
8. No Transfer of Rights, Title or Interest. Each Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title or interest whatsoever to the Receiving Party or any of its Representatives.
9. No Other Obligation. Except for the matters specifically agreed to herein, the Second Party agrees that RHNCMC shall not be under any legal obligation of any kind whatsoever, or otherwise be obligated to communicate any Confidential Information by virtue of this Agreement.
10. Remedies. In addition to any remedies available at law (which RHNCMC do not waive by the exercise of any rights hereunder), RHNCMC shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and Second Party hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.
11. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
12. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
14. Assignment. No Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of all Parties to this Agreement. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
In consideration for receiving authorization to participate as a volunteer in any activities with Rescue Hill Nazarene Compassionate Ministry Center, I,_________________________, hereby RELEASE, WAIVE, DISCHARGE AND COVENANT NOT TO SUE Rescue Hill Nazarene Compassionate Ministry Center including its agents, employees, officers, and directors (hereinafter referred to as RELEASEES), from any and all liability, claims, demands, action and causes of action whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by me, or to any property belonging to me, WHETHER CAUSED BY ACTS OR NEGLIGENCE OF THE RELEASEES, or otherwise, while participating in any activity, or while in, on or upon the premises where the activity is being conducted. I hereby elect to voluntarily participate with Rescue Hill Nazarene Compassionate Ministry Center in any of their non-profit activities, and to enter their premises and engage in such activity knowing that certain risk of harm are or may be inherent in the various activities contemplated in their non-profit mission as an anti-human trafficking organization and that the activity may be hazardous to me and my property. I VOLUNTARILY ASSUME FULL RESPONSIBILITY FOR ANY RISKS OF LOSS, PROPERTY DAMAGE OR PERSONAL INJURY, INCLUDING DEATH, that may be sustained by me, or any loss or damage to property owned by me, as a result of being engaged in such an activity, WHETHER CAUSED BY THE ACTS OR NEGLIGENCE OF RELEASEES or otherwise. I further hereby AGREE TO INDEMNIFY AND HOLD HARMLESS the RELEASEES from any loss, liability, damage or costs, including court cost and attorney's fees, that they may incur due to my participation in said activity, WHETHER CAUSED BY OR CONTRIBUTED TO IN WHOLE OR PART by any action or failure to act, negligence, breach of contract, or other misconduct on the part of RELEASEES or otherwise. It is my express intent that this Release and Hold Harmless Agreement shall bind the members of my family and spouse, if I am alive, and my heirs, assigns and personal representative, if I am deceased, and shall be deemed as a RELEASE, WAIVER, DISCHARGE AND COVENANT NOT TO SUE the above named RELEASEES. I hereby further agree that this Waiver of Liability and Hold Harmless Agreement shall be construed in accordance with the laws of the State of Texas. This waiver of liability does not apply to any acts of gross negligence, or intentional, willful or wanton misconduct of RELEASEES. This WAIVER OF LIABILITY AND HOLD HARMLESS AGREEMENT contains the entire agreement between the parties, and supersedes any prior written or oral agreements between the Parties. The provisions of this agreement may be waived, altered, amended or repealed, in whole or in part, only upon the prior written consent of all parties. The provisions of this agreement will continue in full force and effect even after the termination of the activities conducted by, on the premises of, or for the benefit of Rescue Hill Nazarene Compassionate Ministry Center, whether by agreement, by operation of law, or otherwise. IN SIGNING THIS RELEASE, I ACKNOWLEDGE AND REPRESENT THAT I have read the foregoing Waiver of Liability and Hold Harmless Agreement, understand it and sign it voluntarily as my own free act and deed; no oral representations, statements, or inducements, apart from the foregoing written agreement, have been made; I am at least eighteen (18) years of age and fully competent; and I execute the Release for full, adequate, and complete consideration fully intending to be bound by same.
While working with or at Rescue Hill NCMC (to be referred to as RHNCMC) as either an employee or volunteer I, _________________________, hereby agree that I will not share any information whatsoever, including, but not limited to, the following:
(a) I will not take any unauthorized pictures, still or moving, of any client, staff member, locations, buildings, or other materials.
(b) I will not directly or indirectly disclose to any person or entity (including, without limitation, to any member of the press, on blogs, Twitter, Facebook, YouTube, Instagram, TikTok or any other social networks, websites or the internet now or in the future) any information of any kind relating to or concerning RHNCMC or any of its affiliates, clients, outside resources, and any activities of or information about the leaders, staff, and any other persons, as all such information is strictly confidential.
(c) I will not bring any unauthorized guests to RHNCMC or any RHNCMC functions (it being understood and agreed that I am responsible for insuring any of my authorized guests adhere to the terms of this confidentiality and non-disclosure agreement if they are given approval to attend by RHNCMC leadership).
(d) I acknowledge that I am aware that the work conducted by RHNCMC is highly personal and sensitivein nature. I understand and agree that all such information is confidential and that the dissemination of any such information shall constitute a breach of this confidentiality and non-disclosure agreement and will cause RHNCMC irreparable harm, not readily measurable in money. I acknowledge and agree that violation of this confidentiality and non-disclosure agreement shall be cause for my immediate termination (which termination includes termination of any compensation owed to me, but not yet accrued if applicable) and my prompt removal from the RHNCMC facilities. RHNCMC shall have the right to inspect and to confiscate cell phones, laptops, cameras, PDAs and any and all other infringing devices (including seizure and destruction of the contents) and to take all other measures necessary to protect its rights, including without limitation, the right to seek civil and criminal penalties.
Further, RHNCMC shall have the right to all other remedies at law and in equity, including injunctive relief. I understand that confidentiality and non-disclosure are of the utmost importance and, by my signature below, agree to the terms herein.
I, ___________________grant permission to Rescue Hill hereinafter known as the “Media” to use my image (photographs and/or video) for use in Media publications including: Videos, Email Blasts, Recruiting Brochures, Newsletters, Magazines, General Publications, Website and/or Affiliates, and any other media related items.
I hereby waive any right to inspect or approve the finished photographs or electronic matter that may be used in conjunction with them now or in the future, whether that use is known to me or unknown, and I waive any right to royalties or other compensation arising from or related to the use of the image.
I am 18 years of age or older and I am competent to contract in my own name. I have read this release before signing below, and I fully understand the contents, meaning and impact of this release. I understand that I am free to address any specific questions regarding this release by submitting those questions in writing prior to signing, and I agree that my failure to do so will be interpreted as a free and knowledgeable acceptance.