UPLIFT Prospective Partner Employee NDA

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.

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.

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 that you will not disclose information about the Seneca Foundation 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.

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.

The Receiving Party shall promptly return or destroy all Confidential Information and any copies, extracts, or derivatives thereof upon written request from the Disclosing Party or upon the termination of this Agreement, whichever occurs first.

The Recieving Party shall represent to all partners that any training conducted by Warren Thompson or coaches currently under his employment as conducted by the UPLIFT Foundation.

This Agreement shall remain in effect for a period of 4 years from the date of its execution unless terminated earlier by either party in writing.

This Agreement shall be governed by and construed in accordance with the laws of Marion County, Oregon