This Nondisclosure and Confidentiality Agreement is made and entered into as of the date of acceptance between you (“Recipient”) and American Religious Liberty Institute (“ARLI”).
1. Purpose. You wish to provide donated time or services, or provide services as a vendor. In exchange ARLI will provide access to certain confidential information that is contained within the administrative parts of the website (“Service”) or may be provided via email or written form. Confidential information may include data, technical and business information (described and defined below) which ARLI desires the Recipient to treat as confidential.
2. Definition of Confidential Information.
(a) “Confidential Information” means any information disclosed by ARLI to Recipient, including any information disclosed prior to the Effective Date, either directly or indirectly, in writing, orally or by inspection of tangible objects (including without limitation information contained within the online service, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware configuration information, marketing and finance documents, prototypes, any digital communication, emails, phone calls, documents, samples, and plant and equipment), whether or not designated as “confidential” at the time of disclosure. Confidential Information may also include information disclosed to ARLI by third parties.
(b) Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by ARLI; (ii) becomes publicly known and made generally available after disclosure by ARLI to the Recipient through no action or inaction of Recipient; (iii) is already in the possession of Recipient at the time of disclosure by ARLI as shown by Recipient’s files and records immediately prior to the time of disclosure and is not otherwise subject to confidentiality obligations owed to ARLI; (iv) is obtained by Recipient from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the Recipient without use of or reference to ARLI’s Confidential Information, as shown by documents and other competent evidence in Recipient’s possession; or (vi) is required by law to be disclosed by Recipient, provided that Recipient gives ARLI prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure.
3. Non-use and Non-disclosure of Confidential Information. Recipient agrees not to use any Confidential Information for their own use or for any purpose except to engage in work concerning the relationship between the parties. Recipient agrees not to disclose any Confidential Information to third parties or to such party’s employees, except to those employees of ARLI who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship.
4. Maintenance of Confidentiality. Recipient agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees. Recipient shall not make any copies of the Confidential Information unless the same are previously approved in writing by ARLI. Recipient shall reproduce any proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
5. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. ARLI MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
6. Work Made for Hire. ARLI shall own, and Recipient hereby assigns to ARLI, all right, title and interest in and to the results of Recipient’s Services delivered to ARLI or required to be delivered to ARLI pursuant to this Agreement, together with any and all copyrights, trademark rights, trade secret rights, patent rights and design rights with respect thereto, whether registered or unregistered, and including any application for registration for any of the foregoing (“Intellectual Property Rights”), and all services, data or deliverables shall be work made for hire to the extent applicable. If, with respect to any particular services, data or deliverables, Recipient cannot assign such right, title and interest to ARLI, then Recipient grants to ARLI a worldwide, perpetual, irrevocable, royalty-free, nonexclusive license, with right to sublicense, to reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed, such services, data or deliverable.
7. ARLI Materials. Any and all information or materials provided by ARLI to Recipient in connection with Recipient’s performance of the Services, including without limitation, product materials and, product and business information of ARLI (collectively, “ARLI Materials”), together with all Intellectual Property Rights therein, are and shall be owned by and shall be the sole and exclusive property of ARLI. ARLI grants to Recipient a worldwide, royalty-free, nonexclusive, limited license to use the ARLI Materials for the sole purpose of Recipient’s performance of the Services under this Agreement.
8. Independent Status. It is the express intention of the parties that Recipient is an independent contractor and not an employee, agent, joint venture or partner of ARLI. ARLI and Recipient and each party’s personnel shall use their own discretion in performing the tasks assigned, subject to the terms of this Agreement and subject to the express condition that the parties and their personnel shall at all times comply with applicable law. Either party shall have the exclusive right to control the specific manner and means by which its personnel accomplish assigned tasks.
9. No Conflicts. Recipient will refrain from any activity, and will not enter into any agreement or make any commitment that is inconsistent or incompatible with Recipient’s obligations under this Agreement. Recipient represents and warrants that they are not subject to any contract or duty that would be breached by entering into or performing obligations under this Agreement or that is otherwise inconsistent with this Agreement.
10. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed, and all copies thereof which are in the possession of Recipient, shall be and remain the property of ARLI and shall be promptly returned to ARLI upon its written request. Information and data contained within the ARLI service shall not be downloaded or maintained outside of the ARLI service without the express written consent of ARLI’s CEO.
11. No License. Nothing in this Agreement is intended to grant any rights to Recipient under any patent, mask work right, copyright or other intellectual property right of any person or entity, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth herein.
12. Term. The obligations of each receiving party hereunder shall survive any termination of the relationship between the parties and shall continue for a period terminating on the later to occur of the date (a) two years following the date of this Agreement, or (b) one year from the date on which the Confidential Information is last disclosed under this Agreement.
13. Remedies. Recipient agrees that any violation or threatened violation of this Agreement may cause irreparable injury to ARLI, entitling ARLI to seek injunctive relief in addition to all legal remedies.
14. Recipient Information. Any ideas, suggestions, guidance, data input, work or other information provided to ARLI or disclosed by Recipient to ARLI related to, and any intellectual property rights relating to, the foregoing shall be collectively deemed “Feedback” or “Input”. ARLI shall own all Feedback or Input, and Recipient agrees to assign and hereby assigns to ARLI all of its right, title, and interest in and to such Feedback. To the extent that the foregoing assignment is ineffective for any reason, Recipient agrees to grant and hereby grants to ARLI a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
15. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be governed by the laws of the State of Montana, without reference to conflict of law principles. Any action brought to enforce this Agreement or in connection with this Agreement shall be maintained in a court located in Canyon County, Idaho. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto.
16. By accepting this agreement you are entering into this contract.