The Texas Nationalist Movement wishes to protect its confidential information.
ARTICLE 1. DEFINITIONS
Confidential Information shall mean, but is not limited to, plans, processes, reports, financials, business or strategic plans, compensation, donor lists and donors, member lists and members (including, but not limited to, members or donors of the Organization who Volunteer calls or with whom Volunteer became acquainted with during the term of service) and any information relating or belonging to Organization's members, membership totals, donors and any other third-party individuals Organization transacts with whether furnished before or after the date hereof, oral or written, and regardless of the form of communication or the manner in which it is furnished.
Organization Records shall mean any document or record concerning the business and affairs of the Organization.
Party shall mean Organization or Volunteer and Parties shall mean both Organization and Volunteer.
Representative shall mean any person, such person's affiliates and its and their directors, shareholders, partners, members, officers, Volunteers, consultants, independent contractors, agents, advisors (including, without limitation, financial advisors, counsel and accountants) and controlling persons.
ARTICLE 2. CONFIDENTIALITY
Volunteer acknowledges that the fulfillment of the goals of the Organization largely depends upon the public's trust (herein the "Mission"). Any direct or indirect disclosure of Confidential Information to anyone outside of the Organization would threaten the Mission and operations of Organization, cause the public to lose trust in the Organization, and would do damage, monetary or otherwise, to the Organizations Mission. Volunteer's activities with the Organization has or will expose Volunteer to Confidential Information. Volunteer expressly acknowledges the status of the Confidential Information and that the Confidential Information constitutes a protectable interest of the Organization.
For the purposes of this Agreement, Confidential Information shall not include information that is:
(a) readily available to the public in the same or an equally usable form as that maintained by Organization; (b) has been lawfully received from an independent third party without any restriction and without any obligation of confidentiality; or (c) has been independently developed without access to or knowledge or use of the Confidential Information.
ARTICLE 3. MAINTAINING CONFIDENTIALITY
Volunteer shall not divulge, disclose, provide or disseminate, in any manner to any person or entity at any time, the Confidential Information described in Article 2 of this Agreement, Confidential Information which may affect the Mission of Organization or matters relating to the Mission of Organization without Organization's express consent in writing. Volunteer agrees to maintain security measures to safeguard the Confidential Information.
Pursuant to such maintenance, Volunteer shall: (i) attempt in every reasonable way to prevent intentional or unintentional unauthorized use or disclosure of Confidential Information and Organization Records; (ii) promptly notify the Organization of an unauthorized use, copying or disclosure of Confidential Information or Organization Records; and (iii) assist the Organization in every reasonable way to retrieve wrongfully disclosed Confidential Information, or Organization Records, and/or terminate unauthorized use or disclosure.
Moreover, Volunteer shall adhere to the following measures to comply with their confidentiality obligations herein:
(a) Take reasonable steps to maintain the secrecy of Confidential Information, including, but not limited to, maintaining the physical security of Confidential Information by using locked drawers, computer passwords and marking documents as "Confidential."
(b) Refrain from discussing Organization's operations, members or its donors with anyone other than personnel or Representatives within Organization.
(c) Refrain from discussing the internal operations of the Organization or its donors in public places or common areas.
(d) Take reasonable efforts to avoid inadvertent disclosure caused by things including, but not limited to, open doors, speaker phones, etc.; and
(e) When destroying Organization Records or documents containing Confidential Information, take the appropriate steps to ensure that such destruction is done properly.
ARTICLE 4. USE OF CONFIDENTIAL INFORMATION
Volunteer may use Confidential Information, and Organization Records, to the extent necessary to perform their authorized duties. Notwithstanding the foregoing, Volunteer shall not use Confidential Information, or any Organization Record, for any purpose not permitted herein without the prior written authorization of a corporate officer. Volunteer agrees not to use Confidential Information in any way which would be harmful to Organization.
ARTICLE 5. DISCLOSURE OF CONFIDENTIAL INFORMATION
Volunteer shall not, directly or indirectly, in any capacity, make known, disclose, furnish, make available or utilize any of the Confidential Information of the Organization other than in the proper performance of the duties contemplated herein, or as required by a court of competent jurisdiction or other administrative or legislative body. In the event Volunteer is requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information, the Volunteer shall provide the Organization with prompt written notice of such request or requirement so that Organization may; (i) seek an appropriate protective order or other remedy with respect thereto, (ii) consult with the Volunteer in taking steps to resist or narrow the scope of such request or legal process, or (iii) waive compliance, in whole or in part, with the terms of this Agreement.
Notwithstanding the foregoing, Organization may consent to information being disclosed, or relieve Volunteer from having to comply with this Agreement, in whole or in part, provided prior written consent is obtained.
ARTICLE 6. TERMINATION OF CONFIDENTIALITY, RETURN OF CONFIDENTIAL INFORMATION
Volunteer may be released from obligations in this Agreement if given written consent by Organization, in whole or in part, if; (i) Organization provides a written demand that any Confidential Information be returned, (ii) the service of Volunteer expires, is voluntarily or involuntarily terminated or suspended, or (iii) Volunteer breaches any terms in this Agreement.
Upon such release, Volunteer shall return all Confidential Information within seven (7) business days, from the day Volunteer is released, along with all copies including, but not limited to, anything disclosed by Organization or made by the Volunteer. Anything that cannot be returned shall be completely destroyed, including deletion from all computers of all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the Volunteer's possession. If a legal proceeding has been instituted to seek disclosure of Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered. The Organization reserves the right to inspect any and all devices used to conduct business or store Organization's information.
ARTICLE 7. GOVERNING LAW AND REMEDIES
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to its principles or rules regarding conflicts of laws. Each party hereby consents to, and subsequently waives any objection of, the institution and resolution of any action, or proceeding, of any kind or nature with respect to, or arising out of, this agreement brought by either Party in the federal or state courts located within the State of Texas.
ARTICLE 8. SEVERABILITY
In the event any one or more of the provisions of this Agreement are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.
ARTICLE 9. WAIVER
The failure of either Party to this Agreement to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of such Party to enforce the same. The consent, waiver, or change rendered by either Party to this Agreement with respect to a certain event shall only be applicable to that event, and shall not be presumed as the approach of that Party to any event of the same kind which may occur in the future, unless otherwise expressly indicated in writing.
ARTICLE 10. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement between the Parties with respect to its subject matter and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between any of them and neither Party shall be bound by any term or condition other than as expressly set forth or provided for in this Agreement. This Agreement may not be changed or modified nor may any of its provisions be waived, except by an agreement in writing, signed by the Parties hereto.
ARTICLE 11. GENERAL PROVISIONS
Injunctive Relief. Each Party recognizes that the unauthorized use or disclosure of Confidential Information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, Organization has the right to equitable and injunctive relief to prevent the unauthorized use or disclosure of its Confidential Information, as well as such damages or other relief as is occasioned by such unauthorized use or disclosure.
Headings. Section headings are provided in this Agreement for convenience only and shall not be deemed to substantively alter the content of such sections.