Jill’s House Nondisclosure Agreement.

During your work for Jill’s House, Jill’s House may disclose to you (the “Recipient”) Confidential Information that is sensitive, proprietary, or protected from further disclosure by local, state, or federal law.   A full definition of “Confidential Information” is stated in paragraph 1, below.  By signing this Nondisclosure Agreement, the Recipient agrees not to use or to disclose this Confidential Information except under the very limited circumstances outlined below.  In connection therewith, the Recipient and Jill’s House agree as follows:

1. Confidential Information means information disclosed by Jill’s House to the Recipient which relates to:

   1. All information concerning the clients and families served by Jill’s House.  (In the case of client and family information, disclosure should only be given to those emergency personnel who require information for medical treatment or other legitimate reason related to client care).

   2. Jill’s House’s Proprietary Information;

   3. Donors to Jill’s House;

   4. Potential donors to Jill’s House;

   5. Donations to Jill’s House;

   6. Personal Information of persons who use Jill’s House’s services;

   7. Personal Information of the friends and family of persons who use Jill’s House’s services;

   8. Personal Information of persons, and their friends and family, who have contacted Jill’s House in relation to Jill’s House’s services;

   9. Health and other private information or Personal Information protected from disclosure by HIPAA or other local, state, or federal law.

2. Proprietary Information means information related to Jill’s House’s research, development, business activities, business strategy and planning, internal documents, products, services, and/or technical knowledge.  This includes all financial information related to Jill’s House, including all information related to donors or donations in any way.

3. Personal Information means information that (a) can be used to identify a person, including name, physical appearance (including photographs), address, phone number, Social Security number, automobile license plate, and so on; or (b) information that is sensitive or private, including health information, financial information, and information about a person’s history, family, or religious or political beliefs.

4. Terms for Using or Disclosing Confidential Information.

   1. Confidential Information may be used by the Recipient only in connection with its work for Jill’s House.  The Recipient will not use or disclose the Confidential Information of Jill’s House in any fashion, form or manner, except in furtherance of its work for Jill’s House.

   2. The Recipient agrees to use reasonable care to protect the confidentiality of Confidential Information.  The Recipient agrees to restrict access to Confidential Information to only those personnel engaged in work for Jill’s House who have a reasonable need to know.

   3. Confidential Information disclosed hereunder will at all times remain the property of Jill’s House.

   4. Confidential Information of Jill’s House may not be copied or reproduced by the Recipient without Jill’s House’s prior written consent.

   5. All Confidential Information made available hereunder, including copies thereof, will be returned to Jill’s House if Jill’s House requests, or if the Recipient’s work is finished, whichever occurs first.

   6. In the event that the recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of Jill’s House, the Recipient will promptly notify Jill’s House and tender to it the defense of such demand.  Unless the demand will have been timely limited, quashed or extended, the Recipient will thereafter be entitled to comply with such demand to the extent permitted by law.  If requested by the party to whom the defense has been tendered, the Recipient will cooperate (at the expense of the requesting party) in the defense of a demand.

5. Other Terms of This Agreement

   1. In the event that the Recipient breaches this Nondisclosure Agreement, Jill’s House shall be entitled to equitable relief, including in the form of injunctions and orders for specific performance, in addition to all other remedies available at law or in equity.

   2. Jill’s House makes no representations or warranties, expressed or implied, as to the accuracy or completeness of its Confidential Information. 

   3. This Nondisclosure Agreement, and any disputes related hereto, shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of law provisions.  The exclusive venue for any action related to the dispute or interpretation of this Agreement shall be in a court with the appropriate jurisdiction located in Fairfax County, Virginia, and each party irrevocably submits to the jurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personal jurisdiction in each such court.  The prevailing party in any action related to the dispute or interpretation of this Agreement shall be entitled to recover its reasonable attorney’s fees incurred in pursuing the action, including those fees incurred throughout all bankruptcy and appellate proceedings.

   4. No provision of this Agreement can be waived or amended except with the written consent of the parties, which consent shall specifically refer to such provision and explicitly make such waiver or amendment.

   5. It is understood and agreed that no failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

   6. This Agreement is effective when signed, and terminates five years after the date on which the Recipient last received Confidential Information.  The Recipient agrees that its obligations to protect Jill’s House confidential information shall survive in perpetuity.