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Non-Disclosure and Confidentiality Agreement
In connection with the foster parent’s duties, MAMCO may disclose to the foster certain confidential and proprietary information unique and valuable to its ongoing business operations. In consideration of the foster parents commitment to MAMCO by MAMCO and the covenants and mutual promises contained herein, the parties agree as follows:
1. Confidential Information. The term “Confidential Information” as used in this Agreement shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to any of the following:
The internal workings of the rescue (i.e. transport, intake, clerical data, veterinary records,
veterinary diagnosis, foster care records, adopter records, business partnerships and
relationships, budgetary information)
Electronic communications (i.e. group chats, text messages, instant messages, and/or emails
between employees, partners, fosters, adopters, or the community)
Images and videos
Social media posts; and any other information the Company considers confidential.
2. Exclusions from Confidential Information. The obligation of confidentiality with respect to
Confidential Information will not apply to any information:
a. If the information is or becomes publicly known and available other than as a result of prior
unauthorized disclosure by the foster or foster’s family (aka spouse and other people living in the home);
b. If the information is disclosed by the foster with MAMCO’s prior written permission and approval;
c If the foster may disclose only such portion of the Confidential Information which it is legally
obligated to disclose. The foster is legally compelled by applicable law, by any court,
governmental agency, or regulatory authority or subpoena or discovery request in pending litigation,but only if, to the extent lawful, the foster gives prompt written notice of that fact to MAMCO prior to disclosure so that MAMCO may request a protective order or other remedy, the foster may disclose only such portion of the Confidential Information which it is legally obligated to disclose.
Employee Non-Disclosure and Confidentiality
Agreement (Rev. 133EE1C)
3. Obligation to Maintain Confidentiality. With respect to Confidential Information:
a. The foster agrees to retain the Confidential Information 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 of Confidential Information except in conformity with this Agreement.
b. Confidential Information is and will remain the sole and exclusive property of MAMCO and will not be disclosed or revealed by the foster, except (i) to employees of MAMCO who
have a need to know such information and agree to be bound by the terms of this Agreement.
c. The obligation not to disclose Confidential Information shall survive the termination of this
Agreement, and at no time will the foster be permitted to disclose Confidential Information, except to the extent that such Confidential Information is excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph 2 above.
4. Disclaimer. There is no representation or warranty, express or implied, made by the Company as to the accuracy or completeness of any of its Confidential Information.
5. Remedies. The foster acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, MAMCO shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. MAMCO shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to damages, both direct and consequential. In any action brought by MAMCO under this Section, MAMCO shall be entitled to recover its attorney’s fees and costs from the foster.
6. Notices. All notices given 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.
Employee Non-Disclosure and Confidentiality
Agreement (Rev. 133EE1C) 3 / 3
7. Termination. This Agreement will not terminate at any time.
8. Amendment. This Agreement may be amended or modified only by a written agreement signed by both of the parties.
9. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, State of Texas, State of Oklahoma, without regard to the principles of conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in these states for any legal action, suit or proceeding arising out of or in connection with this Agreement. Each party further waives any objection to the laying of venue for any such suit, action or proceeding in such courts.
10. No Offer or Sale. Nothing in this Agreement will be deemed a sale or offer for sale of Confidential Information nor obligate MAMCO to grant the foster a license or any rights, by statute, common law theory of estoppel or otherwise, to Confidential Information.
11. Miscellaneous. No joint venture, partnership or agency relationship exists between the foster, MAMCO or any third-party as a result of this Agreement. This Agreement will inure 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 though 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 evidenced by a writing signed by the party and any such waiver will be limited to the terms of such writing.
Please sign below stating that you understand that rescue business must be kept confidential.
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