Confidentiality and Intellectual Property Agreement (“Confidentiality & IP Agreement”) is made as of the date of signature below (“Effective Date”) by and between Rabata Inc. (“Rabata”) and the undersigned (“I,” “me” or “my”) (collectively, the “Parties”).  In the course of volunteering, I may have access to or create confidential and/or proprietary information and intellectual property that is of value to Rabata.

Accordingly, as a condition of and in consideration of the opportunity to volunteer, I warrant and agree as follows:

Confidentiality

“Confidential Information” is any proprietary or confidential information of Rabata, which includes but is not limited to:

Clients/Students/Staff/Volunteers. All information regarding persons involved in any aspect of Rabata, including all file information, academic transcripts, dates of birth, telephone numbers, mailing addresses, personal email addresses, or any other information deemed sensitive by general understanding.

Intellectual Property. All data, recordings, photographs, materials, know-hows, project details, program components, and proprietary information generated through, originating from or having to do with Rabata or persons associated with its activities, including contractors.

Internal Conversations. All internal conversations of Rabata, whether in email, messages transmitted or received, or meetings.

I undertake to keep secret and confidential, and will not disclose to any third party (whether orally, in writing or by any other means whatsoever) or keep for personal, commercial, or other purposes whatsoever Confidential Information of any sort without the prior written consent of Rabata.

I acknowledge and agree that a breach or threatened breach of any of my undertakings herein may cause irreparable damage to Rabata, and to its reputation and that a remedy at law for any such breach or threatened breach may not be adequate or sufficient.  I accordingly agree that Rabata shall be entitled to seek any appropriate injunction, specific performance or other equitable remedy for any threatened or actual breach of these undertakings in any applicable jurisdiction.

These undertakings do not apply to Confidential Information which:
I am required by law to disclose or otherwise make available but only to the extent thereof, or
is already in the public domain through no fault of my own and not as the result of any action or failure to act by me.

Intellectual Property

Materials I prepare or deliver to Rabata under the terms of this Agreement shall be works made for hire created for and owned by Rabata and are the exclusive property of Rabata.  To the extent that any material does not constitute work made for hire as a matter of law, I hereby grant and assign to Rabata all exclusive rights to the material under United States intellectual property law and all international conventions, including without limitation, copyrights, trade secrets, and patents in and to all such materials and the right to copyright the material and any renewals thereof in the name of Rabata.  I also hereby assign to Rabata and/or waive any and all claim that I may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of “droit morale” in connection with the work.  I agree to execute any documents as Rabata may reasonably request in confirmation of the foregoing.

My obligations under this Agreement shall survive the termination of my relationship with Rabata irrespective of the reasons for the termination and shall not in any way be modified, altered, or otherwise affected by the termination.

I understand that by signing this agreement, I understand and agree to adhere to all of the conditions of this Confidentiality & IP Agreement.