NIA VOLUNTEER Identity Verification and Confidentiality Agreement
This Identity Verification and Confidentiality Agreement (this Agreement) is entered into by and between two nonprofits: Nations in Action – GLU (Globally Lifting Up) and Nations In Action (NIA Inc) as (“Non-Profit Corporation”) and “Volunteer”. The date recorded of this agreement will be the date of electronic submission.
The “Volunteer” has indicated an interest in participating in a volunteer relationship to NIA and will gain access to certain confidential and proprietary information. The “volunteer” receiving confidential information is hereafter referred to as a “Receiving Party”. In consideration for participating and being furnished Confidential Information, “Volunteer” agrees as follows:
1) Identity. By providing signature to this document, you are verifying that your identity, location, contact information and social media accounts stated above are accurate and in no way falsified to conceal authentic identity with the intent to undermine, spy or harm the organization, its members or management.
2) Confidential Information. The term “Confidential Information” as used in this Agreement shall mean any data or information that is sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following which NIA considers confidential including strategy, contacts, process, participants and vote counts.
3) Exclusions from Confidential Information. The obligation of confidentiality with respect to Confidential Information will not apply to any information.
- If the information is or becomes publicly known and available other than as a result of prior unauthorized disclosure by Receiving Party or any of its Representatives;
- If the information is or was received by Receiving Party from a third party source which, to the best of knowledge of Receiving Party or its Representatives, is or was not under a confidentiality obligation to Disclosing Party with regard to such information;
- If the information is disclosed by Receiving Party with the Disclosing Party’s prior written permission and approval;
d. If the information is independently developed by Receiving Party prior to disclosure by Disclosing Party and without the use and benefit of any of the Disclosing Party’s Confidential information; or
- If Receiving Party or any of its Representatives is legally compelled by applicable law, by any court, governmental agency or regulatory authority or by subpoena or discovery request in pending litigation but only if, to the extent lawful, Receiving Party or its Representatives give prompt written notice of that fact to Disclosing Party prior to disclosure so that Disclosing Party may request a protective order or other remedy to prevent or limit such disclosure and in the absence of such protective order or other remedy. Receiving Party or its Representatives may disclose only such portion of the Confidential Information which is a legally obligated to disclose.
4) Obligation to Maintain Confidentiality. With respect to Confidential Information:
- Receiving Party and its Representatives agree to retain the Confidential Information of the Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such information and to not permit unauthorized access to or unauthorized use, disclosure, publication or dissemination or Confidential Information except in the conformity with this Agreement;
- Receiving Party and its Representatives shall and/or maintain security processes and procedures to safeguard the confidentiality, of all Confidential Information received by Disclosing Party using a reasonable degree of care, but not less than that degree of care used in safeguarding its own similar information or material;
- Upon Termination of this Agreement, Receiving will ensure that all documents, memoranda, notes, and other writings or electronic records prepared by it that include or reflect any Confidential Information are returned or destroyed as directed by Disclosing Party;
- If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss; and
- The obligation not to disclose Confidential Information shall survive the termination of this Agreement, and at no time will Receiving Party or any of its Representatives be permitted to disclose Confidential, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
5) Non-Disclosure. Without Disclosing Party’s prior written consent, neither Receiving Party nor its Representatives shall disclose to any other person, except to the extent the provisions of Paragraph 3 apply: (a) the fact that Confidential Information has been made available to it or that it has inspected any portion of the Confidential Information; (b) the fact that Disclosing Party and Receiving Party are having discussions or negotiations concerning the Transaction, or (c) any of the terms conditions or other facts with respect to the Transaction.
6) Representatives. Receiving Party will take reasonable steps to ensure that its Representatives adhere to the terms of this Agreement Receiving Party will be responsible for any breach of this Agreement by any of its Representatives.
7) Disclaimer. There is no representation or warranty, express or implied, made by the Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in this Agreement, neither party will be under any obligation with regard of the engagement. Either party may, in its sole discretion: (a) reject participation of a member on a singular issue; or (b) terminate discussions and participation by any volunteers. Volunteers no longer supporting the mission and objectives of NIA must provide written notice no later than 2 days and cease and desist all involvement. Furthermore, volunteer agree to not contact other volunteers for the purpose of discussing NIA, undermining NIA projects, or gleaning information on activities. Upon departing NIA, volunteers maintain the restrictions on disclosure of all confidential information.
8) Remedies. Volunteers agree that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled to specific performance and injunction and other equitable relief with respect to any such breach; (c) such remedies will not be the exclusive remedies for any such breach, but will be in addition to all other remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court of competent jurisdiction determines in a final non-appealable order that the volunteer, or any of their Representatives, has breached this Agreement, volunteer will be liable for reasonable legal fees and expenses incurred by the NIA in connection with such litigation including, but not limited, any appeals.
9) Notices. All notices given to NIA under this Agreement must be in writing. A notice is effective upon receipt and shall be sent via one of the following methods; delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the below address or by facsimile at the below facsimile number or in the case of either party, to such other party, address or facsimile number as such party may designate upon reasonable notice to the other party.
NATIONS IN ACTION
5020 Clark Road, Suite #204
Sarasota, FL 34238
10) Termination. This Agreement will terminate only by written notice by NIA.
11) Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.
12) Jurisdiction. The Agreement will be governed by the construed in accordance with the laws of the State of Florida Without regard to the principles of conflict of laws. The “Receiving” party consents to the exclusive jurisdiction of the courts located in the State of Florida for any legal action, suit or proceeding arising out of our in connection with this Agreement. The “Receiving” party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.
13) Miscellaneous. This Agreement will ensure to the benefit of and be binding on the respective successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent in the event that any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as through the invalid, illegal or unenforceable parts had not been included in this Agreement. Neither party will be charged with any waiver of any provision of this Agreement, unless such waiver is charged with any waiver of any provision of this Agreement, unless such waiver is evidenced by writing signed by the party and any such waiver will be limited to the terms of such writing.