Code of Conduct

CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY AGREEMENT

For All Volunteers

This Confidential Information and Intellectual Property Agreement (“Agreement”) is made as of the date of signature below (“Effective Date”), by and between THE SOUTH HEARTLAND DISTRICT HEALTH DEPARTMENT, including all chartered units (“South Heartland District Health Department”), and the undersigned (“I,” “me” or “my”).

Reasons for Agreement

I desire to volunteer or to continue to volunteer with the South Heartland District Health Department. I acknowledge that I may, in the course of my service to the South Heartland District Health Department (“Volunteer Service”), have access to or create (alone or with others) confidential and/or proprietary information and intellectual property that is of value to South Heartland District Health Department. I understand that this makes my position one of trust and confidence. I understand South Heartland District Health Department’ need to limit disclosure and use of confidential and/or proprietary information and intellectual property. I understand that all restrictions are for the purpose of enabling South Heartland District Health Department to fulfill its humanitarian mission, to maintain donors, customers and clients, to develop and maintain new or unique products and processes, to protect the integrity and future of South Heartland District Health Department and to protect the employment and volunteer opportunities of the South Heartland District Health Department. THEREFORE, I agree to the following:

1. Definitions

“Confidential Information” shall include but not be limited to:
(i) information relating to South Heartland District Health Department’ financial, regulatory, personnel or operational matters,

(ii) information relating to South Heartland District Health Department clients, customers, beneficiaries, suppliers, donors (blood and financial), employees, volunteers, sponsors or business associates and partners,

(iii) trade secrets, know-how, inventions, discoveries, techniques, processes, methods,  ideas, technical data and specifications, testing methods, research and development activities, computer programs and designs,

(iv) contracts, product plans, sales and marketing plans, business plans and

(v) all information not generally known outside of South Heartland District Health Department regarding South Heartland District Health Department and its business, regardless of whether such information is in written, oral, electronic, digital or other form and regardless of whether the information originates from South Heartland District Health Department or South Heartland District Health Department’ agents.

“Intellectual Property” shall include but not be limited to:
(i) all inventions, discoveries, techniques, processes, methods, formulae, ideas, technical data and specifications, testing methods, research and development activities, computer programs and designs (including improvements and enhancements and regardless of patentability),

(ii) trade secrets and know-how,

(iii) all copyrightable material that is conceived, developed, or made by me, alone or with others,

(iv) trademarks and service marks and

(v) all other intellectual property.

Intellectual Property shall include any intellectual property created by me:

(i) in the course of Volunteer Service or using South Heartland District Health Department time, equipment, information or materials, and

(ii) within one (1) year after termination of Volunteer Service and relating directly to work done during Volunteer Service.

Intellectual Property may be in any form, including but not limited to written, oral, electronic, digital or other form.

2. Obligation of Confidentiality

Except as may be required for the performance of my duties during Volunteer Service, or unless specifically authorized in writing by South Heartland District Health Department, I shall not use or disclose, for my or for others’ benefit, either during or after Volunteer Service, any Confidential Information.

3. Disclosure and Ownership of Intellectual Property

I (i) shall promptly and fully disclose to Red Cross any and all Intellectual Property, (ii) agree that all Intellectual Property shall be owned by South Heartland District Health Department, (iii) agree to and do hereby assign, transfer and convey to South Heartland District Health Department the entire right, title and interest in and to all Intellectual Property, (iv) will execute and deliver any and all documents, take all actions and render any and all assistance reasonably requested by South Heartland District Health Department, during or at any time after Volunteer Service, to establish South Heartland District Health Department’ ownership of, or to enable South Heartland District Health Department to obtain patents to or register copyrights of, any Intellectual Property, and (v) acknowledge that all Intellectual Property that is copyrightable subject matter and that qualifies as a “work made for hire” shall be automatically owned by South Heartland District Health Department. In the event South Heartland District Health Department is unable for any reason whatsoever to secure my signature to any document required to apply for or execute any patent, copyright, or other applications with respect to Intellectual Property, I hereby irrevocably appoint South Heartland District Health Department and its authorized officers and agents as my agents and attorneys-in-fact to execute and file any such application and to do all other acts to further the prosecution and issuance of patents, copyrights, or other rights with respect to Intellectual Property with the same legal force and effect as if executed by me. As a reminder, Intellectual Property shall only include intellectual property created by me (i) in the course of Volunteer Service or using South Heartland District Health Department time, equipment, information or materials, and (ii) within one (1) year after termination of Volunteer Service and relating directly to work done during Volunteer Service.

4. Ownership and Return of Material

All materials, including but not limited to business information, files, research, records, memoranda, books, lists, computer disks, hardware, software, cell phones and other wireless devices, documents, drawings, models, apparatus, sketches, designs and any other embodiment of Confidential Information or Intellectual Property received by me during Volunteer Service, and any tangible embodiments of such materials created by me, alone or with others, whether confidential or not, are the property of South Heartland District Health Department. I shall return to South Heartland District Health Department all such materials, including copies thereof, in my possession or under my control upon termination of Volunteer Service for whatever reason or upon the request of South Heartland District Health Department. The return of such materials shall take place within twenty-four

(24) hours of notice of termination or upon request of South Heartland District Health Department, whichever comes first.

5. Survival of Obligations and Enforcement

The obligations that I have under this Agreement shall survive the termination of Volunteer Service, regardless of the reasons or method of termination. I agree that South Heartland District Health Department shall be entitled to recover from me all attorneys’ fees incurred in enforcing South Heartland District Health Department’ rights under this Agreement. I represent that the above restrictions are necessary to protect South Heartland District Health Department’ legitimate interests, and that these restrictions will not prevent me from earning a livelihood.

VOLUNTEER:

_______________________________ _______________________________
Signature Volunteer ID Number

_______________________________ _______________________________
Printed Name Department or Division

_______________________________
Title

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