BOARD MEMBER/EMPLOYEE/VOLUNTEER
CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT

This Agreement is made this ___________________ by and between Delaware County Foundation, hereinafter called “the Foundation”, and ______________________________, hereinafter called “Board Member, Employee/Volunteer.”

Please identify as: ___ Board Member ___ Employee ___ Volunteer
In consideration of service to the Foundation, the parties agree as follows:

1. The Foundation provides Board Member/Employees/Volunteers with certain confidential and/or proprietary information necessary to assist in fulfilling his/her duties.
2. . Board Member/Employee/Volunteer shall not disclose any such confidential and/or proprietary information except as a part of the proper discharge of his/her duties, recognizing that such information must be disclosed only as part of the transaction of the Foundation’s business.
3. “Confidential and/or proprietary information” shall include but not be limited to the following:
   1. Employee applications, hiring, salaries, benefits, terminations, layoffs, promotions, anddisciplinary actions and other personnel matters of the Foundation.
   2. Any information covered by HIPPA (Health Insurance Portability and Accountability Act)such as health insurance and medical information.
   3. Social security numbers.
   4. Donor identities, addresses, contributions, contracts, agreements, correspondence, accounts, grants and other financial transactions with the Foundation.
   5. Donor contributions, amounts, assets and future gift details. Donor estate plans, financial status, family status, and health status. Any information requested by the donor to remain anonymous.
   6. Grant applications and review comments.
   7. Committee activities of investments, asset development, membership and intellectual property.
   8. Information kept confidential by federal, state or local law or pursuant to any agreement.
4.  “Confidential and/or propriety information” shall not include information made available to the general public and on our website
5. “Intellectual property” shall include but not be limited to the following:
   1. All inventions, discoveries, techniques, processes, methods, formulae, ideas, technical data and specifications, testing methods, research and development activities, computer programs and designs (including improvements and enhancements and regardless of patentability).
   2. Trade secrets and know-how
   3. All copyrightable material that is conceived, developed, or made by me, alone or with others
   4. Trademarks and service marks
   5. All other intellectual property, including licensing agreements.

I recognize that such information to be the property of the Foundation and I agree to hold such information in trust and solely for the Foundation’s benefit and not to disclose such information to those inside or outside the Foundation, either, during or after my tenure on the Board/Employee/Volunteer without the written consent of an officer of the Foundation.
Upon leaving the Foundation, I agree not to take with me, without first obtaining written consent of an officer of the Foundation, any document or tangible evidence of confidential information or data belonging to or under the control of the Foundation, whether on disk, recorded or hard copy, whether an original or a reproduction.

Improper disclosure of confidential information, intellectual property and/or proprietary information may cause him/her to be removed from the Board of Directors/Employment/Volunteer position and subject him/her to suit for damages.

_____________________________________ _________________________
Board Member/ Employee/Volunteer Signature Date

_____________________________________
Printed Name
DELAWARE COUNTY FOUNDATION

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President Date
Board Approved