This agreement (the “Agreement”) is entered into by and between Boys on the Right Track, Inc. (Employer or hereinafter, BOTRT) and ______________________(“Coach/Employer”).
In the performance of Coach’s volunteer duties with BOTRT, Coach will be exposed to BOTRT’s and Participant’s Confidential information and Copyrighted program materials. “Confidential Information” means information or material that is valuable to BOTRT and not known in the industry. Coach shall keep Confidential information, whether or not prepared or developed by Coach, in strict confidence. Coach will not disclose such information to outside Employer without BOTRT’s prior written consent. Nor will Coach make use of any Confidential information for Coach’s own purposes or the benefit of anyone other than BOTRT.
However, Coach shall have no obligation to treat as confidential any information which a) was in Coach’s possession or known by Coach, without an obligation to keep it confidential, before such information was disclosed to Coach by BOTRT; b) is or becomes public knowledge through a source other than Coach and through no fault of Coach; or c) is or becomes lawfully available to Coach from a source other than BOTRT.
To protect the Confidential information and Copyrighted Materials which Coach is contracted by BOTRT, and for five years thereafter, Coach shall not:
- Plan for, acquire any financial interest in, or perform services for (as an employee, consultant, officer, director, independent contractor, volunteer, principal, agent or otherwise) any business that would require Coach to use or disclose any Confidential information; or Copyrighted Materials;
- Perform services (as an employee, consultant, volunteer, officer, director, independent contractor, principal, agent, or otherwise) that are similar to Coach’s current duties or responsibilities for any person or entity that , during the term of this Agreement, engages in any business activity in which Employer is then engaged or proposes to be engaged and that conducts its business in the following territory: United States.
Coach will not disclose to BOTRT, use in BOTRT’s organization, or cause BOTRT to use, any information or material that is a trade secret of others.
A breach or threatened breach of this agreement may result in irreparable harm such that money damages would be an inadequate remedy and extremely difficult to measure. In addition, the Employer shall be entitled to an injunction to restrain Coach from such breach or threatened breach. Nothing in this agreement shall be construed as preventing BOTRT from pursuing any remedy by law or equity for any breach or threatened breach.
This agreement will survive the termination, for any reason, of Coach’s contract or service period with BOTRT.
This is the entire agreement between the parties. It replaces and supercedes any and all oral agreements between the parties, as well as any prior writings. This agreement may not be amended except in a writing signed by both parties.
This agreement will be governed by and construed in accordance with the laws of the state of New York.
If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
Coach has carefully read and considered all clauses of this agreement and agrees that all of the restrictions set forth are fair and reasonably required to protect BOTRT’s interest.