Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into by and between Viva a Vida Foundation, a nonprofit organization (“Foundation”), and the undersigned individual or entity (“Collaborator,” including volunteers, contractors, developers, or service providers), collectively the “Parties,” as of the date signed below.

1. Purpose

The Foundation may share certain confidential and proprietary information with the Collaborator in connection with services provided to the Foundation, including but not limited to website development, administration, design, or related support (the “Purpose”). This Agreement governs the Collaborator’s use and protection of that information.

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by the Foundation to the Collaborator, in any form, including but not limited to:

  • Website login credentials, administrator access, and backend systems
  • Donor, volunteer, and participant records and personal data
  • Internal communications, financial information, and operational documents
  • Any other information reasonably understood to be confidential given its nature or the circumstances of disclosure

3. Obligations of the Collaborator

The Collaborator agrees to:

  • Use Confidential Information solely for the Purpose described above
  • Not disclose Confidential Information to any third party without prior written consent from the Foundation
  • Protect Confidential Information using at least the same degree of care used to protect its own confidential information, and no less than reasonable care
  • Not use login credentials or system access for any purpose other than the agreed Purpose, and not share credentials with anyone else
  • Promptly notify the Foundation of any suspected unauthorized access, use, or disclosure of Confidential Information

4. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Collaborator; (b) was already lawfully known to the Collaborator prior to disclosure; (c) is independently developed without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the Collaborator gives the Foundation prompt notice where legally permitted.

5. Return or Destruction of Materials

Upon request by the Foundation, or upon completion or termination of the Collaborator’s involvement, the Collaborator shall promptly return or destroy all Confidential Information and any copies in their possession, including revoking or deleting any system access.

6. Term

This Agreement is effective as of the date signed below and remains in effect for the duration of the Collaborator’s involvement with the Foundation. The confidentiality obligations in Sections 2-5 survive termination of the relationship and remain binding for a period of two (2) years thereafter.

7. No Transfer of Ownership

Nothing in this Agreement transfers ownership of any Confidential Information, intellectual property, or materials to the Collaborator. All such materials remain the property of the Foundation.

8. Remedies

The Collaborator acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm to the Foundation, for which monetary damages may be an inadequate remedy, and that the Foundation is entitled to seek injunctive relief in addition to any other remedies available at law.

9. General

  • This Agreement does not create an employment relationship between the Parties.
  • This Agreement may only be amended in writing signed by both Parties.
  • If any provision is found unenforceable, the remaining provisions remain in full force.
  • Questions about this Agreement may be directed to office.vivavidafoundation@gmail.com.