STEM GENERATION INC. D/B/A SCIENCE FAIR FUN
This Confidentiality Agreement (this “Agreement”) is made as of the “Signed Agreement Date” below, by and between STEM Generation Inc. d/b/a Science Fair Fun, a Colorado non-profit corporation (the “Company”) and the undersigned member (the “Recipient Party”) of the Board of Directors or Advisory Board of the Company (the “Board”).
WHEREAS, the Recipient Party is a member of the Board and desires to continue such Board service; and
WHEREAS, the Recipient Party will be required to access to certain Confidential Information (as defined below) by reason of the fact that the Recipient Party is a member of the Board; and
WHEREAS, it is understood that the Company wishes to maintain the Confidential Information in strictest confidence, and that the Recipient Party’s agreement to do so is a continuing condition to receipt and possession of such information and service on the Board.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Recipient Party hereby agree as follows:
1. Confidential Information. The term “Confidential Information” shall include all non-public information, knowledge and data provided by the Company to the Recipient Party (or to which the Company otherwise gives the Recipient Party access) that pertains to the Company’s business, intellectual property, operations or financial affairs (including, but not limited to, any conversations, matters, issues or documents arising out of or concerning any meeting or telephone conference of the Board).
2. Restrictions on Disclosure of Confidential Information. Except as provided in Paragraph 3, below, the Recipient Party will not, without the prior consent of an officer of the Company, which may be written or oral, disclose any portion of the Confidential Information to any person who is not a current member of the Board. The Recipient Party further agrees to safeguard the Confidential Information and to prevent disclosure or other dissemination thereof to any third party, or to any employee, officer, consultant, or agent of the Recipient Party.
3. Permitted Disclosure of Confidential Information. The restrictions herein shall not apply to any portion of the Confidential Information (a) that is expressly permitted to be disclosed by the Company, (b) that becomes generally available to the public other than as a result of unauthorized disclosure by the Recipient Party or persons to whom the Recipient Party has made the information available, or (c) that was available to the Recipient Party on a nonconfidential basis prior to receipt from the Company or is received thereafter from a third party without restriction and without breach of this Agreement.
4. Return of Confidential Information. The Recipient Party will, upon termination of its position as a member of the Board or at any time upon the Company’s written request, immediately return to the Company or destroy, as the Company may direct, all tangible material within his or her possession, custody or control containing or reflecting any portion of the Confidential Information and shall make no further use of the Confidential Information.
5. Enforcement. Due to the unique subject matter of this Agreement and the difficulty of measuring damages which would result to the Company from violations by the Recipient Party of the various agreements and covenants set forth herein, the Recipient Party hereby agrees that, in addition to any other remedies which the Company may have at law or in equity, including those referred to above, the Company shall have the right to have all obligations, undertakings, agreements, covenants and other provisions of this Agreement specifically performed by the Recipient Party, and the Company shall have the right to obtain preliminary and permanent injunctive relief to secure specific performance, and to prevent a breach or contemplated breach, of this Agreement. If the Company prevails in any such action, the Company shall also be entitled to recover its reasonable attorneys’ fees from the Recipient Party.
(a) This Agreement shall continue until and terminate two (2) years after the date that the Recipient Party shall have ceased to serve as a member of the Board.
(b) No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge, or waiver is sought. No delay or failure at any time on the part of the Company in exercising any right, power or privilege under this Agreement, or in enforcing any provision of this Agreement, shall impair any such right, power or privilege, or be construed as a waiver of such provision, or be construed as a waiver of any default or as any acquiescence therein, or shall affect the right of the Company thereafter to enforce each and every provision of this Agreement in accordance with its terms.
(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and it supersedes all prior oral or written agreements, commitments, or understandings with respect to such matters.
(c) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
(d) This Agreement shall be governed by and construed and enforced under the laws of the State of Colorado without giving effect to the provisions thereof relating to conflicts of law.
(e) This Agreement may be signed in counterparts, none of which need contain the signature of all the parties hereto and each of which shall be deemed to be an original.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written.
Company: STEM Generation, Inc. d/b/a Science Fair Fun
Signed by: Wendy Wempe, Executive Director, STEM Generation