OPTIONAL TALENT CONFIDENTIALITY AND ASSIGNMENT AGREEMENT

This Talent Confidentiality and Assignment Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations and forms a legally binding agreement between you (“you” or “Talent”) and the organization set forth below (“Client”).

This Talent Agreement govern your provision of skilled volunteer services (“Pro Bono Services”) to conduct mutually agreed projects for the benefit of Client (each a “Project”). You understand that by providing Pro Bono Services you agree to be bound by this Talent Agreement. This Talent Agreement is an optional agreement between Talent and Client and may be modified as mutually agreed.

1. DEFINITIONS

As used in this Agreement, the following capitalized terms have the following meanings:

“Background Technology” means all Inventions developed by Talent other than in the course of providing Pro Bono Services to Client.
“Client Materials” means information, materials, data, documents, specifications and any other intellectual property that Client provides to Talent for Talent to perform Pro Bono Services.
“Confidential Information” means Client Materials, Work Product, and any other non-public information provided to, or created by, Talent for a Client or to perform or assist in performing Pro Bono Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Talent; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Talent prior to receiving it from Client and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by Talent without use of another person’s confidential information.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
“Work Product” means any tangible or intangible results or deliverables that Talent agrees to create for, or actually delivers to, Client, as a result of performing the Pro Bono Services, including, but not limited to, customizations, configurations, computer programs, or other information, or customized hardware, and any Intellectual Property Rights in connection therewith.

2. CONFIDENTIALITY

Talent will protect the secrecy of Client’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose the Confidential Information to anyone without first obtaining the express written consent of the Client; (b) not use or permit the use of the Confidential Information, except as necessary for the performance of Pro Bono Services (including, without limitation, the storage or transmission of Confidential Information on or through the Services); and (c) limit access to the Confidential Information to its personnel who need to know such information for the performance of Pro Bono Services. If and when Confidential Information is no longer needed for the performance of the Pro Bono Services for a Project, or at Client’s written request (which may be made at any time at Client’s sole discretion), Talent will, at its expense, promptly destroy or return the Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Talent agrees to provide written certification to Client of compliance with this subsection within ten days after the receipt of Client’s written request for such certification. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: (A) is made (i) in confidence to a federal, date, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

3. INTELLECTUAL PROPERTY RIGHTS

Talent represents and warrants that Talent will not incorporate or use the materials of any third party, including those of any Talent employer, in performing the Pro Bono Services, that are not generally available for use by the public or have not been legally transferred to the Client.
Talent will disclose to Client any Background Technology which Talent proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Talent discloses no Background Technology, Talent warrants that it will not incorporate any Background Technology into Work Product. Talent will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (i) the name and any associated version number, (ii) the applicable license or licensing terms, (iii) whether the item has been modified by Talent, and (iv) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, Talent agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
Client grants Talent a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Talent Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Pro Bono Services, or upon Client’s written request, Talent will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Work Product (except for Background Technology as permitted herein) contained in or on Talent’s premises, systems, or any other equipment or location otherwise under Talent’s control. Within ten days of such request from Client, Talent agrees to provide written certification to Client that Talent has returned or destroyed all Client Materials and Work Product as provided in this subsection.