Yoga by Design Foundation Confidentiality Agreement
I, ___________________________________, agree to engage in activities as a director of the board (“I,” “My,” or “Director”) with Yoga by Design Foundation ("YBDF") beginning on _____________ (mm/dd/yyyy). As a Director, I hereby willingly enter into this Confidentiality Agreement (“Agreement”) with YBDF.
1. Confidential Information.“Confidential Information” shall mean any information or material of YBDF: (a) which is not generally available to or used by others outside of YBDF, or (2) the utility or value of which is not generally known as standard practice, whether or not the underlying details are in the public domain. Confidential Information includes but is not limited to the following.
- Lists and/or information, and any other data, about participants, sponsors, donors, partner families, grantees, prospective grantees, or any other party participating in programs offered by YBDF (“Subjects”);
- Any data, paper or other information provided by a Subject for processing;
- Memoranda, notes, records and other confidential technical data;
- Trade secrets, intellectual property (whether registered or not), inventions, ideas, and business processes;
- Information or materials which relate to business records or plans, methods of operation, strategic plans, sales and marketing plans, supplier information, research and development, market studies, financial statements or data, purchasing, pricing, personnel, accounting or tax records;
- Personnel information on YBDF directors, board members, executives, employees, or Subjects; and
- Any other information, the disclosure or use of which may cause harm to YBDF or Subjects.
2. Nondisclosure of Confidential Information. I understand and acknowledge that I may be working with private and sensitive Confidential Information, and this Confidential Information is the exclusive property of YBDF to be held in strict confidence. Accordingly, I agree that I shall not, either during or subsequent to the engagement with YBDF, use, copy, reveal, report, publish, transfer, disseminate, or otherwise disclose to any person, corporation or other entity, any Confidential Information without the express written consent from YBDF prior to each disclosure.
3. Action upon Termination. Upon completion of my engagement/employment with YBDF, I agree that I shall promptly deliver to YBDF all written and electronic materials containing Confidential Information, including, but not limited to, any information relating to YBDF’s business including drawings, manuals, letters, notebooks, and reports and copies thereof and all other materials of a confidential nature relating to YBDF’s business which are in my possession or control. To the extent such Confidential Information cannot be returned, I shall notify YBDF, and upon YBDF’s request, destroy such Confidential Information. If I am unable to return or destroy Confidential Information, I shall maintain the Confidential Information, solely as backed-up or archived, and for no other purpose, in accordance with the terms of this Agreement for so long as such Confidential Information remains confidential. The parties agree the confidentiality provisions of this Agreement are effective from the date I first receive Confidential Information, and will survive termination of this Agreement and/or my position as Director with YBDF, and will survive for so long a period of time as the Confidential Information is maintained as confidential.
4. Equitable Relief.I consent to YBDF receiving injunctive relief, including, but not limited to temporary and permanent injunctions, in addition to such other remedies and relief that would, in the event of my breach of this Agreement, be available to YBDF because YBDF may not have an adequate remedy at law . In the event of such a breach, in addition to any other remedies, YBDF shall be entitled to receive from me payment of, reimbursement for, its reasonable attorney’s fees and disbursements incurred in enforcing this Agreement.
5. Governing Law.This Agreement shall be deemed to be made under and shall be construed in accordance with the laws of the State of Michigan without regard to its principles of conflicts of laws and the federal laws of the United States. The parties agree that any litigation arising between the parties in relation to this Agreement shall be initiated and maintained in the Circuit Court of the County of Oakland, Michigan, or the U.S. District Court for the Eastern District of Michigan, Southern Division, and the parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts.
6. Severability.If any term hereof or the application thereof to any party or circumstance shall be determined to be void, ineffectual, invalid or unenforceable by any competent court or tribunal, such term will be enforced to the fullest extent that it is valid and enforceable under applicable law and the remaining terms hereof shall not be affected and shall continue in full force and effect.
7. Waivers.Any waiver of a party’s right or remedy related to this Agreement must be in writing, signed by that party to be effective. The waiver by either party of a breach by the other party of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. In addition, no waiver of a party’s right or remedy will effect the other provisions of this Agreement.
8. Notices.Any notice required to be given or made to a party hereunder must be in writing and delivered in person or sent by certified, United States first class mail, return receipt requested, to the address of each party appearing below its signature hereto. Addresses for giving notice hereunder may be changed by giving notice of the new address.
9. Amendment.No waiver, modification or amendment of any the terms of this Agreement shall be effective unless made in writing and signed by each party.
10. Entire Agreement.This Agreement contains the entire understanding between and among the parties concerning the matters herein and supersedes any prior understandings and agreements between and among them respecting the subject matter of this Agreement. The parties agree that: (a) this Agreement is for the benefit of the parties to this Agreement and is not intended to confer any rights or benefits on any third party; and (b) there are no third-party beneficiaries to this Agreement or any specific term of this Agreement. I acknowledge that I have carefully read and considered this Agreement. I acknowledge that I have had the opportunity to consult with anyone of my choosing, including counsel, regarding entering into this Agreement.
11. Multiple Copies.This Agreement is made in multiple copies, each of which shall constitute an original.