VOLUNTEER CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT
I have read and agree to the following and that all information contained herein is the truth, to my knowledge:
1. Nondisclosure of Confidential Information. Except as specifically authorized by Company in writing, from the date hereof and continuing forever, Volunteer agrees not to: (i) disclose any Confidential Information, Trade Secrets, or Intellectual Property, as defined below, to any individual or entity, or otherwise permit any person or entity to obtain or disclose any Confidential Information, Trade Secrets, or Intellectual Property; or (ii) use any Confidential Information, Trade Secrets, or Intellectual Property for Volunteer's own benefit, whether individually or on behalf of another individual or entity (whether or not such other individual or entity is any way employed by or affiliated with Company). Nothing contained in this Section 1 shall be construed as prohibiting Volunteer from disclosing Confidential Information, Trade Secrets, or Intellectual Property that are or have become known to the public generally other than as a result of improper disclosure by Volunteer but Volunteer shall have the burden in any dispute of showing that such information is no longer Employer's Confidential Information, Trade Secret, or Intellectual Property.
For purposes hereof, the term "Confidential Information" means any information and any ideas pertaining to the business of Company or its clients, which information is not generally known to those outside Company by proper means. It does not matter if the information is on paper, stored electronically, or in Volunteer's head; if it is information Company does not want its competitors or others to know about, then it is Confidential Information and Volunteer is obligated to keep it secret.
2. Nonsolicitation of Customers. Volunteer recognizes that Company has a legitimate business interest in protecting its relationship with its customers and potential customers. For a period of two (2) years commencing on the date of the termination of Volunteer's relationship with Company for any reason, Volunteer shall not, directly or indirectly, on his or her own or as an employee, volunteer, employer, consultant, agent, principal, partner, shareholder, or in any other individual or representative capacity, solicit, attempt to solicit, or accept work directly related to rope access work or the facilitation of events similar to those organized by the Company from any customer of or customer-referral source for Company with whom Volunteer had contact in the course of his or her relationship with Company. For the purposes of this Section 2, "customer" shall mean any person, business, or entity (i) to whom Company has provided products or services within the one (1)-year period preceding the date of Volunteer's separation from Company, or (ii) from whom Volunteer knows Company is actively soliciting business within the one (1)-year period preceding the date of Volunteer's separation from Company.
3. Remedies. Notwithstanding any other provision of this Agreement regarding dispute resolution, Volunteer agrees that the covenants and restrictions set forth in Sections 1 and 2 of this Agreement, inclusive, are necessary to protect the legitimate business interests of Company and do not prevent Volunteer from earning a livelihood. Volunteer also agrees that a breach, or threatened violation or breach, of any provision of this Agreement by him or her may cause irreparable harm to Company and could not reasonably or adequately be compensated in damages in an action at law, and that a temporary and/or preliminary or permanent injunction may be granted by any court or courts having jurisdiction restraining Volunteer from violation or breach of the terms of this Agreement. Without limiting the generality of the foregoing, Volunteer specifically acknowledges that a showing by Company of any breach or threatened breach of any provision hereof shall constitute, for the purposes of all judicial determinations of the issue of injunctive relief, conclusive proof of all of the elements necessary to entitle Company to interim and permanent injunctive relief against Volunteer with respect to such breach or threatened breach; however, no remedy conferred by any of the specific provisions of this Agreement (including this Section) is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, or now or hereafter existing in law or in equity, or by state law or otherwise. The election of any one or more remedies by Company shall not constitute a waiver of the right to pursue other available remedies. If Volunteer breaches any of the terms of this Agreement, then Volunteer shall pay all of Company's costs and expenses, including attorneys' fees, incurred in enforcing the terms of this Agreement in addition to any damages and injunctive relief awarded by the court. In the event Volunteer violates any provision of this Agreement, the running of the time period of such provisions so violated shall be automatically suspended upon the date of such violation and shall resume on the date such violation ceases or until all appeals are resolved, whichever is later.
4. Miscellaneous Provisions:
(a) Mandatory Condition of Volunteering. Volunteer acknowledges and agrees that Volunteer’s entry into this Agreement is a mandatory condition of allowing Volunteer to utilize the services of the Company without cost.
(b) Post-Volunteering Representations. If so requested or in a form approved by the Company, the Volunteer will provide a written statement under oath confirming whether or not he or she has abided by the terms of this Agreement.
(c) Amendments. Any amendment to or modification of this Agreement must be in writing and signed by all of the parties hereto.
(d) Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement. Moreover, the parties agree that, if the scope of enforceability of any or all of the restrictive covenants set forth in this Agreement is in any way disputed at any time, a court may modify and enforce the covenant(s) to the extent it believes to be reasonable under the circumstances existing at the time.
(e) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Nova Scotia, Canada, without giving effect to the conflict of laws provisions thereof.
(f) It should be clearly noted that the “business” of the Company is to provide rope access services that directly benefit non Profit Organizations. This is no way impedes the Volunteers ability to earn a living with their given skill set. But does restrict them from providing any similar services they may directly or indirectly benefit the not-for-profit community.
This agreement shall cover the date from today's date for a period of 2 years. This Agreement may be renewed for additional periods subject to the mutual agreement of the parties hereto.