Non-Disclosure Agreement
THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is made on the day this agreement is agreed by and between:
Take Back Your Mind UK (the "Organisation")
Email: contact.tbymuk@gmail.com
and
(the "Volunteer")
(collectively referred to as the "Parties").
BACKGROUND
The Volunteer is, or may become involved with the Organisation in a voluntary capacity. This Agreement applies to all responsibilities, roles, or positions currently held or that may later be held by the Volunteer with the Organisation (the "Volunteering").
In the course of Volunteering, the Volunteer may receive, access, or develop confidential, proprietary, or sensitive information of the Organisation, as well as create materials or assets on behalf of the Organisation (the "Permitted Purpose").
In consideration of the above and other valuable consideration, the Parties agree as follows:
1. CONFIDENTIAL INFORMATION
1.1 Definition: “Confidential Information" includes all written, oral, or electronic data, materials, or information shared by the Organisation with the Volunteer, or created by the Volunteer in connection with or during their involvement with the Organisation, regardless of whether it was developed independently or relied on the Organisation's Confidential Information. Examples include, but are not limited to:
Internal processes, methods, strategies, business plans, financial data, and project details.
Information about service users, partners, sponsors, and service providers.
Intellectual property, including content, designs, software, research, and company secrets.
1.2 Exclusions: Confidential Information does not include information that:
Is publicly available or becomes publicly available through no fault of the Volunteer.
Was known to the Volunteer prior to disclosure by the Organisation.
1.3 Ownership: Confidential Information remains the exclusive property of the Organisation. The Volunteer will use it solely for the Permitted Purpose and not for personal gain or any purpose that could harm the Organisation.
1.4 Obligations: The Volunteer agrees to:
Protect the confidentiality of all Confidential Information.
Only share Confidential Information with authorised individuals within the Organisation.
Notify the Organisation immediately of any unauthorised disclosure or loss of Confidential Information.
2. USE OF ORGANISATIONAL PROPERTY
2.1 Definition: "Organisational Property" refers to all materials, intellectual property, tools, or resources created, developed, or used during the Volunteer’s role, including but not limited to: documents, processes, designs, software, content, or other assets.
2.2 Prohibition of Personal Use: The Volunteer agrees not to use any Organisational Property for personal gain, external activities, or purposes unrelated to the Permitted Purpose without prior written consent from the Organisation.
2.2.1 Approved Academic and Professional Use:
Volunteers may use Organisational Property developed during their role for the purposes of:
Academic Work Experience Evidencing: Demonstrating skills and experiences for academic requirements, including fulfilling work experience requirements within courses.
Professional Portfolio Development: Showcasing approved portfolio content to prospective employers or educational institutions.
Such use must align with the following restrictions:
Organisational Property must not be used for personal purposes, social media, or other public internet platforms unless explicitly connected to the approved academic or professional purposes.
Content must be reviewed and approved by the Organisation prior to use.
2.3 Approval Process: Volunteers seeking to use Organisational Property must submit a formal request to the Directors of the Organisation, detailing the intended use. Approval must be obtained in writing before proceeding.
2.4 Ownership: All rights, title, and interest in Organisational Property created or developed by the Volunteer during their engagement automatically vest in the Organisation. Any Organisational Property used under Section 2.2.1 remains the sole property of the Organisation.
3. NON-COMPETITION AND NON-SOLICITATION
3.1 Non-Competition: From the date of this Agreement and for a period of 12 months following the departure of the Volunteer from the Organisation, the Volunteer agrees not to:
Be involved in any organisation, business, or cause that competes with the Organisation’s activities without written consent.
Divert or attempt to divert business opportunities from the Organisation.
3.2 Non-Solicitation: During the term of this Agreement and for 12 months following the departure of the Volunteer from the Organisation, the Volunteer agrees not to:
Solicit or attempt to solicit any employee, contractor, or volunteer of the Organisation to terminate their relationship with the Organisation.
Interfere with the Organisation’s relationships with its clients, partners, or donors.
4. RETURN OF ORGANISATIONAL PROPERTY
Upon the conclusion of Volunteering or at the Organisation’s request, the Volunteer agrees to promptly return all materials, documents, and data belonging to the Organisation, including:
Confidential Information in any format.
Physical or digital materials derived from the Volunteer’s role.
The obligation to return all property continues even after the Volunteer’s departure from the Organisation.
5. REMEDIES
The Volunteer acknowledges that any breach of this Agreement, including unauthorised use or disclosure of Confidential Information or Organisational Property (as defined in this Agreement), may cause harm to the Organisation and potentially damage the relationship between the Parties. In such cases, the Organisation is entitled to seek injunctive relief, alongside any other legal remedies, to prevent or mitigate further harm.
As part of its Intellectual Property Breach (IPB) Process, the Organisation may take additional steps, including reporting unauthorised use of materials to the hosting platform and, where necessary, notifying relevant authorities. These measures apply to all forms of Organisational Property, including but not limited to intellectual property, physical or digital assets, and any materials derived from the Volunteer’s role.
6. GENERAL PROVISIONS
6.1 Term: This Agreement is effective as of the date signed and will terminate 12 months following the Volunteer’s departure, unless extended in writing by mutual agreement.
6.2 Amendments: This Agreement may be modified at the sole discretion of the Organisation. Modifications will apply to all active volunteers and to former volunteers who remain subject to the 12-month post-exit obligations outlined in this Agreement.
6.3 Governing Law: This Agreement will be governed by and construed in accordance with the laws of England.
6.4 Severability: If any provision of this Agreement is deemed unenforceable, the remaining provisions will remain in full force and effect.
6.5 Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding its subject matter.