This Non-Disclosure Agreement (“NDA”) constitutes the entire agreement (“Agreement”) between the parties above, collectively referred to as the “Disclosing Party,” and any individuals (“Receiving Party”) to whom confidential information is disclosed. This Agreement supersedes any prior oral or written agreements or understandings between the parties regarding the subject matter herein.
1. Confidential Information
The term “Confidential Information” shall refer to any non-public information, data, documents, or materials provided by the Disclosing Party to the Receiving Party, whether oral, written, or in electronic form, related to the UPLIFT Foundation partner’s application (“Application”) and its development, including but not limited to, business plans, financial information, technical specifications, source code, marketing strategies, and any other proprietary information.
The Receiving Party shall use the Confidential Information solely for the purpose of evaluating, discussing, and participating in the development of the Application.
The Receiving Party shall not disclose or allow access to any Confidential Information to any third party without the prior written consent of the Disclosing Party.
The Receiving Party shall take all necessary precautions to protect the confidentiality of the Confidential Information, using at least the same degree of care as it uses to protect its own confidential information, and shall not use the Confidential Information for any purpose other than the one stated in this Agreement.
2. Prohibition on Mentions
The Receiving Party agrees that under no circumstances will they mention, discuss, or reference the Seneca Foundation or its affiliates by name in any capacity, public or private, including professional conversations, interviews, or publications with any entities associated with the UPLIFT Foundation, including but not limited to Delmock Technologies, Inc., The Big-12, the NFL, Global Accountability Corp, the Government of Saudia Arabia, all United States Federal Entities and Government Organizations, and any other associated organizations. In all conversations covered under this agreement, the receiving party will not attribute any prior training, methodologies, or experiences to any entity other than The UPLIFT Foundation.
3. Non-Disparagement Clause
The Receiving Party expressly agrees not to make, directly or indirectly, any negative, critical, or disparaging remarks—whether verbal, written, or digital—about The UPLIFT Foundation, its leadership, employees, donors, partners, or affiliates.
The Receiving Party expressly agrees not to engage in any conduct or communication that could harm the reputation, business interests, or standing of The UPLIFT Foundation.
The Receiving Party expressly agrees not to share any internal disputes, policies, or practices of The UPLIFT Foundation in any public or private forum.
4. Obligations of the Receiving Party
The Receiving Party shall:
Maintain strict confidentiality regarding the Confidential Information and not disclose it to the Seneca Foundation, Vail Systems, Inc., or any third-party including employees, board members, and owners, without prior written consent from The UPLIFT Foundation.
Not disclose or discuss any information regarding the UPLIFT Foundation and it’s hiring practices or policies with the Seneca Foundation, Vail Systems, Inc., including employees, board members, and owners, or other third parties.
Use the Confidential Information solely for the benefit of The UPLIFT Foundation and its projects.
Ensure any discussions of professional background or experience exclusively credit The UPLIFT Foundation.
Promptly return all materials, documents, and records of The UPLIFT Foundation upon immediate request or termination of employment.
You represent that your participation with the UPLIFT Foundation and partnering with any partner organizations associated with the UPLIFT Foundation does not violate the terms of any agreement between you and any third party. You represent that this agreement does not conflict with or require separation from third party organizations, including the Seneca Foundation and Vail Systems, Inc., and that you will not disclose information about the Seneca Foundation or Vail Systems, Inc. to partner organizations. Further, in rendering your duties, you shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which you do not have a proprietary interest. During the term of this agreement, you shall devote as much of your productive time, energy, and abilities to the performance of your duties hereunder as is necessary to perform the required duties in a timely and productive manner. When communicating only with the partner and UPLIFT Foundation entities, you will disclose training as conducted by Warren Thompson, as Executive Director of the UPLIFT Foundation. You are expressly free to perform services for other parties while performing services for the UPLIFT Foundation. This agreement does not require separation, disparaging of, or criticizing other third-party organizations, including but not limited to the Seneca Foundation or Vail Systems, Inc.
5. Non-Compete and Non-Solicitation
Non-Compete: If hired, the Receiving Party agrees not to:
Engage with, work for, or provide consulting services to organizations in direct competition with The UPLIFT Foundation, including but not limited to the Seneca Foundation or its affiliates, for a period of 3 years post-employment.
Non-Solicitation: The Receiving Party agrees not to:
Solicit, recruit, or hire any current or former employees, donors, or partners of The UPLIFT Foundation during and for a period of 5 years following disclosure of confidential information.
This agreement represents a confidentiality agreement between you and the UPLIFT Foundation. As part of this agreement, you agree to represent to the partnering organization that any training between yourself and Warren Thompson or any of his currently employed coaches, has been conducted by the UPLIFT Foundation.