Volunteer Policy Manual

These Documents are provided for the strict use of Wings Foundation Volunteers who have signed Confidentiality Agreement on file with Wings Secretary.

Wings Foundation, Inc

Volunteer Confidentiality Agreement

Rev 2/2019

VOLUNTEER acknowledges that Wings Foundation, Inc., a Texas nonprofit corporation (the “Foundation”), has received and, in the future, will receive from third parties their confidential or proprietary information subject to a duty on the part of the Foundation to maintain the confidentiality of such information and to use it only for certain limited purposes.

VOLUNTEER also acknowledges that during his/her relationship with the Foundation, he/she may receive, have access to, or contribute to Confidential Information (as defined below) of those served by the Foundation and that disclosure by the VOLUNTEER of any proprietary and/or Confidential Information contrary to this agreement would cause permanent, incalculable, and irreparable injury and damage to the Foundation and those the Foundation serves.

VOLUNTEER further acknowledges that care must be taken to ensure that unauthorized individuals do not overhear any discussion of Confidential Information or proprietary information and that documents containing confidential or proprietary information are not left out in the open or inadvertently shared.

THEREFORE, the parties agree as follows:

1. Definition of Confidential information. (a) Confidential Information shall mean all plans, processes, reports, financial information, donor lists and donor information, grant recipient lists and grant recipient information and any other information relating to or belonging to the Foundation, the grant recipients, or donors and any other third-parties the Foundation transacts with, whether oral or written and regardless of the form of communication or the manner in which it is furnished. (b) Confidential Information shall not include information which was known by the VOLUNTEER prior to volunteering for the Foundation or information which resides in the public domain.

2. Disclosure of Confidential Information. VOLUNTEER shall hold and maintain the Confidential Information in strictest confidence. VOLUNTEER shall not, without prior written approval of the Foundation’s Board of Directors, publish, copy, otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Foundation, any Confidential Information.

3. Compelled Disclosure of Confidential Information. Notwithstanding anything in the foregoing to the contrary, VOLUNTEER may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, or regulatory request, provided that VOLUNTEER promptly notifies the Foundation’s President in writing of such demand for disclosure so that the Foundation, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.

4. Term. The nondisclosure provisions of the agreement shall survive the termination of this agreement and VOLUNTEER’S duty, to hold in confidence Confidential Information, shall remain in effect until the Foundation sends the VOLUNTEER written notice releasing the VOLUNTEER from this Agreement.

5. Remedies. VOLUNTEER and the Foundation each acknowledge that the Confidential Information is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the reputation of the Foundation, its mission and its relationships. The damage to the Foundation that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, VOLUNTEER and the Foundation each agree that the Foundation shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available, whether at law or in equity. The Foundation shall be entitled to recover its cost and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief.

6. Return of Confidential Information. The VOLUNTEER shall immediately return to the Foundation all tangible material embodying the Confidential Information provided and all notes, summaries, memoranda, manuals, records or derivative information deriving therefrom and all other documents or material (and all copies of the foregoing, including copies that have been converted to computerized media in the form of image, data or work processing files) based on or including any Confidential Information, in whatever form of storage or retrieval, at such time as the Foundation may so request. Alternatively, the VOLUNTEER, with the written consent of the Foundation, may immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction.

7. Integration; Modification. This agreement constitutes the entire agreement of the parties’ relation to the subject matter of this agreement and supersedes all other oral or written agreements or understandings relation thereto. No amendment of this agreement will be effective unless it is in writing and signed by the parties.

8. Governing Law. The laws of the State of Texas, without giving effect to principles of conflict of laws, govern all matters arising under this agreement. Both parties’ consent to personal jurisdiction of the federal and state courts located in Texas which shall have exclusive jurisdiction for any matter arising under or relating to this agreement.

9. Severability. Although the provisions contained in this agreement are considered by the parties to be reasonable for the purpose of protecting Confidential Information, if any such provision is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.

10. Waiver. The failure to exercise any right provided in the agreement shall not be a waiver of prior or subsequent rights.

11. Binding. This agreement and each party’s obligations shall be binding on the representatives, heirs, executors, assignors and successors of such party. The parties are signing this agreement on the date stated in the introductory clause.

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