Confidentiality Agreement
This Confidentiality Agreement (“Agreement”) is made effective as of {date} by and between Ric O’Barry’s Dolphin Project (“RODP”) and myself, {name}. In consideration of my association with RODP, which for the purposes of this Agreement shall be defined to include my association with any and all staff members, volunteers, affiliates, and/or international subsidiaries/branches of RODP, whether or not incorporated in their respective countries of location, I agree that:
Confidentiality
(a) Confidential Information. The success of RODP depends upon the proper safeguarding of Confidential Information (“Confidential Information”) developed within RODP or entrusted to RODP by clients, consultants, business associates, and other third parties (such as donors, supporters, etc.). Some of the information I receive may also touch upon the privacy interests of individuals affiliated with RODP and must be safeguarded for that reason as well. I promise to preserve the confidentiality of RODP’s private and confidential information that is learned or developed by and/or disclosed to me through my association with RODP and to use all such information only as necessary and appropriate for RODP’s legitimate business purposes. I also promise to safeguard against disclosure without the prior written consent of RODP all information touching on the privacy interests of employees, volunteers, and clients of RODP.
Such Confidential Information includes, without limitation:
(1) information about RODP’s former, current, and/or potential future campaigns, including any campaign related research, media, strategies, coordinates/routes travelled, data, methods of collecting data, and/or information collected regarding the activities of various entities (including but not limited to government organizations, non-government organizations, businesses, etc.) and/or individuals;
(2) financial information of any kind regarding RODP and/or its members, employees, volunteers, clients, donors, supporters, consultants, customers, distributors, vendors, media companies, and/or business associates, including but not limited to costs, surpluses, markets, sales, unpublished financial information, budgets, revenues, projections, contracts, accountings, and other financial records and documents;
(3) the identity, location, practices, requirements and/or other information of RODP members, employees, volunteers, clients, donors, supporters, consultants, customers, distributors, vendors, media companies, and/or business associates;
(4) communications of any kind between RODP and any members, employees, volunteers, clients, donors, supporters, consultants, customers, distributors, vendors, media companies, and/or business associates;
(5) RODP documents, contracts, agreements, correspondence and/or all other similar business records; and/or
(6) all other information that has or could have commercial or strategic value—or value of any other kind—to the business/mission in which RODP is engaged or contemplates engaging, and all information of which the unauthorized disclosure could be detrimental to the interests of RODP and/or its clients, whether or not such information is identified as Confidential Information by RODP.
(b) Proprietary Information. Additionally, during my association with RODP, I may become involved in, or learn about matters regarding Proprietary Information (“Proprietary Information”) which may or may not be related to the associates and/or principals of RODP (collectively referred to as “Protected Parties”). Such Proprietary Information includes, but is not limited to ideas, trademarks, service marks, sound marks, inventions, patents, designs, trade secrets, strategic plans, copyrights, copyrightable works, and/or business ideas. I agree that all matters of Propriety Information, whether or not relating to the Protected Parties, are acknowledged to be private, confidential, and/or proprietary. I agree that I will not at any time (whether before, during, or after the term of my association with RODP) disseminate, publish, and/or disclose any Proprietary Information of any kind dealing with or in any way related to the Protected Parties that I learned or gained access to as part of my association with RODP. I further agree not to take or to disseminate to anyone at any time without the prior written consent of RODP:
(1) any photographs or other likenesses of the Protected Parties;
(2) materials written by the Protected Parties;
(3) audio and/or video recordings of the Protected Parties in any form; and/or
(4) documents, agreements, correspondence, phone numbers, daily logs or calendars, computer software, storage media, computer data, and/or any other material(s) relating to the Protected Parties or their business or professional or personal affairs.
Obligation
I will not directly or indirectly use, make available, sell, disclose, and/or otherwise communicate to any third party, other than in my assigned duties and with the express prior written consent of RODP, any of RODP’s Confidential and/or Proprietary Information, either during or after my association with RODP. I agree not to publish, disclose, or otherwise disseminate such information, except where required by law or compelled by legitimate court order. I acknowledge that I am aware that the unauthorized disclosure of Confidential and/or Proprietary Information of RODP may be highly prejudicial to its interests, an invasion of privacy, and/or an improper disclosure of campaign strategies/trade secrets.
No Publicity
I shall not at any time use RODP’s name or any RODP trademark(s), trade name(s), or other intellectual property in any printed materials (including but not limited to educational materials, brochures, flyers used for advertising or publicity, etc.) without the prior written consent of RODP. Furthermore, I will not conduct any interviews with the media or any outside party without the express prior written consent of Richard O’Barry, the Media Manager or another authorized Officer of RODP.
Ownership and Termination
All Confidential and/or Proprietary Information is and shall remain as between me and RODP, the sole and exclusive property of RODP. Upon request, or when my association with RODP terminates, I will immediately deliver to RODP all documents and property of RODP, including but not limited to files, correspondence, photographs, video recordings, samples, notes, memoranda, reports, manuals, computer programs, cell phones, computers, and all other equipment and/or materials and copies thereof relating in any way to RODP’s business or in any way obtained by me during the course of my association with RODP. I further agree that I will not retain copies, notes or abstracts of any of the above.
Warranties
I represent and warrant that (i) I have no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with my undertaking a relationship with RODP; (ii) I will not use in the performance of my responsibilities for RODP any confidential materials or documents belonging to a current or former employer; (iii) I have not entered into and will not enter into any agreement (whether oral or written) that is in conflict with this Agreement; (iv) from the time of my first contact with RODP I have held in strict confidence all Confidential and/or Proprietary Information and have not disclosed any such information, either directly or indirectly, to anyone outside RODP, except to the extent otherwise permitted in this Agreement; and (v) this Agreement constitutes a legally binding obligation, enforceable in accordance with its terms. In the event that I am unable to comply with any of the above items (i)-(v), I will provide full written disclosure explaining the reasons and/or circumstances behind each instance of noncompliance.
Entire Agreement
This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter, and supersedes all prior oral or written agreements, commitments, or understandings whether oral or written.
Social Media Posting
I agree not to share on any social media site any details prior to going to Japan unless approved in writing prior to doing so. I further agree that the purpose of my being in Japan is to help RODP document, report, share and educate through RODP’S media outlets, and to follow all guidelines as laid out in the Social Media Policy in the Cove Monitor Agreement.
General
This Agreement shall be binding upon me, my heirs, executors, assigns, and/or administrators and is for the benefit of RODP and its successors and/or assigns. This Agreement is governed by and will be construed in accordance with the laws of the United States and the state of Delaware without regard to conflict of law principles. I acknowledge that any breach of this Agreement may cause irreparable injury to RODP and that RODP may seek and obtain injunctive and/or other equitable relief against such breach. I also understand that other action may be taken and remedies may be enforced against me. Should either I or RODP, or any heir, personal representative, successor and/or permitted assign of either party, resort to legal proceedings to enforce this Agreement, I agree that the prevailing party (as defined in Delaware statutory law) in such legal proceeding shall be awarded, in addition to such other relief as may be granted, attorneys’ fees and/or costs incurred in connection with such proceeding.
I acknowledge that I have had the opportunity to consult legal counsel with regard to this Agreement, that I have read and understand the terms of this Agreement, that I am fully aware of its legal effect, and that I have entered into it freely and voluntarily and based on my own judgment and not on any representation or promises other than those contained in this Agreement. I acknowledge that I have been advised to keep a copy of this Agreement for my own personal records.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date set forth above.