Volunteer Non-Disclosure Agreement (NDA)
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The volunteer non-disclosure agreement is intended for an individual who performs hours of service for a public or private agency for civic, charitable, or humanitarian reasons, without promise, expectation or receipt of compensation for services rendered (a “Volunteer”). As with interns, there various legal issues that arise when an individual performs employment-type services without compensation. If the agency is divulging trade secret information to the volunteer, the agency cannot depend on laws that protect employee theft of trade secrets. On the other hand, volunteers are usually committing to their work out of a spirit of generosity. For these reasons, the Volunteer NDA is shorter and easier to comprehend than typical NDAs used for other business purposes. Ideally, the volunteer should sign this prior to performing tasks for the agency.
Sample
VOLUNTEER NON-DISCLOSURE AGREEMENT
This Volunteer Non-Disclosure agreement (the “Agreement”) is made between _________________ (“Company”) and _________________ (“Volunteer”) and is effective _________________. Volunteer is performing services for the Company without promise, expectation or receipt of compensation for services rendered, and in the process may be exposed to Confidential Information (as defined below). The Agreement is intended to prevent the unauthorized disclosure of Confidential Information.
1. Confidential Information
“Confidential Information” is proprietary information relating to Company’s business including but not limited to: business and financial records, customer lists, intellectual property, proprietary data, security measures, new products or services, forecasts or any other proprietary business information that, if disclosed, could affect the business of Company.
2. Non-Disclosure
Without Company’s prior written consent, Volunteer will not: (a) disclose Confidential Information to any third party; (b) make or permit to be made copies or other reproductions of Confidential Information; or (c) make any commercial use of Confidential Information.
3. Return of Confidential Materials
Upon Company’s request, Volunteer shall immediately return all original materials provided by Company and any copies, notes or other documents in Volunteer’s possession pertaining to Confidential Information.
4. Term
This Agreement and Volunteer’s duty to hold Confidential Information in confidence shall remain in effect until _________________ or until whichever of the following occurs first: (a) Company sends Volunteer written notice releasing it from this Agreement, or (b) Confidential Information disclosed under this Agreement ceases to be confidential.
5. Notice of Immunity from Liability
An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
6. General Provisions
(a) Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
(b) Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.
(c) Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
Company:
_____________________________________________ (Signature)
_____________________ (Typed or Printed Name)
Title: _____________________
Date: _____________________
Volunteer:
_____________________________________________ (Signature)
_____________________ (Typed or Printed Name)
Title: _____________________
Date: _____________________
How to Write
EXPLANATION FOR VOLUNTEER NON-DISCLOSURE AGREEMENT
Below we provide an explanation for each of the provisions in the Volunteer Non-Disclosure Agreement.
Introductory Paragraph
Fill in the name of the Company. Fill in the name of the Volunteer. Finally, fill in the date the agreement will take effect. This is often the date that the last party signs the agreement.
1. Confidential Information
This section defines what is protected against disclosure. Keep in mind that if you are providing documentation, you should designate that information as confidential. If the information is spoken, you should announce the confidentiality.
2. Non-Disclosure
This clause makes clear that your trade secrets must be kept in confidence by the Volunteer and may not be revealed to others without your prior written consent.
3. Return of Materials
The Volunteer promises to immediately return materials that you provided.
4. Term
This clause provides the Volunteer with an expiration date for the agreement. The Agreement should last as long as the information is likely to remain a trade secret. Five years is a common period, but it can be much shorter, even as little as six months.
5. Notice of Immunity from Liability
In the event, the Volunteer qualifies as an employee, including this provision enables an employer to qualify for double damages and attorney fees under the federal Defend Trade Secrets Act.
6. General Provisions
These miscellaneous provisions (sometimes referred to as “boilerplate”) are usually grouped together at the end of an agreement.
(a) Severability. The severability clause provides that if you wind up in a lawsuit over the agreement and a court rules that one part of the agreement is invalid, that part can be cut out and the rest of the agreement will remain valid.
(b) Integration. The integration provision verifies that the version you are signing is the final version and that neither of you can rely on statements made in the past.
(c) Waiver. This provision states that even if you don’t promptly complain about a violation of the NDA, you still have the right to complain about it later.
Signing the agreement. Someone with the necessary authority must sign the agreement on behalf of each party. Each party should sign two copies and keep one. This way, both parties have an original signed agreement.
