MoveOn Volunteer Confidentiality and Nondisclosure Agreement

In consideration of receiving certain confidential information in connection with providing services to or on behalf of Civic Action, a California nonprofit public benefit corporation, and/or Political Action, a California nonprofit mutual benefit corporation (collectively referred to herein as “MoveOn”), I (“Volunteer”) hereby agree as set forth below.

1. Confidential and Proprietary Information

a. Volunteer agrees not to use or disclose any Confidential Information (as defined below), except to the extent such use or disclosure is required in providing services to or on behalf of MoveOn. Without limiting the generality of the foregoing, Volunteer agrees not to, without prior written consent from the applicable MoveOn organization, (i) divulge any Confidential Information to third parties; or (ii) copy documents containing any Confidential Information. In no event shall Volunteer use Confidential Information in a manner that is in any way detrimental to MoveOn.

b For purposes of this Agreement, “Confidential Information” means all information and materials, in whatever form, whether tangible or intangible, disclosed by MoveOn or any of its affiliates to Volunteer, or to which Volunteer otherwise gains access as a result of volunteering or working for MoveOn, pertaining in any manner to the activities of MoveOn or its affiliates, consultants, members, or any person or entity to which MoveOn owes a duty of confidentiality, whether or not labeled or identified as proprietary or confidential. All proprietary information of MoveOn that is not known generally to the public, or is known only through improper means, is Confidential Information. Without limiting the generality of the foregoing, the following are deemed MoveOn’s Confidential Information: (i) ideas for research and development; (ii) computer records and software (including software that is proprietary to third parties); (iii) any other information which MoveOn must keep confidential as a result of obligations to third parties; (iv) inventions whether or not patentable; (v) identities of customers, suppliers, or third party contractors, including without limitation any media, advertising, or public relations firms; (vi) MoveOn’s e-mail distribution list; (vii) MoveOn’s donor and member lists and the identities of MoveOn’s donors and members; (viii) human resources data and information about employees; (ix) cost and other financial data, (x) trade secrets; (xi) polling and focus group information; (xii) any other information to which Volunteer has access while involved in MoveOn’s activities; and (xiii) any goods or services Volunteer provides to MoveOn under this Agreement.

c. Upon termination of his or her services to MoveOn, Volunteer shall within ten business days return to MoveOn any and all written or other tangible material containing any Confidential Information in Volunteer’s possession and shall not keep any copies thereof.

d. This provisions of this Agreement and Volunteer’s obligations here­under shall sur­vive any expira­tion, termination, or rescission of this Agreement and remain even after Volunteer’s relationship with MoveOn ends. Except as provided herein, Volunteer is prohibited from disclosing or using any Confidential Information in all circumstances, including but not limited to subsequent engagements or employment with third parties.

2. External Communications

If Volunteer is contacted by a media representative, Volunteer shall immediately refer the media representative to Jennifer Lindenauer. No Volunteer may communicate with media agents regarding Organization without prior authorization from Jennifer Lindenauer.

If Volunteer is contacted by an outside attorney or investigator regarding Organization, Volunteer shall immediately obtain the individual’s name and telephone number without disclosing any information to the individual and then provide that information to Rosalyn Lemieux .

3. Remedies

Volunteer acknowledges that a violation of the terms of this Agreement may cause damage and harm to Organization and that any such damage or harm will be difficult if not impossible to calculate in monetary terms and will be irreparable to Organization. Volunteer agrees that, upon notice from Organization declaring a breach of this Agreement, Volunteer shall immediately cease all further activities which are, or are claimed by Organization to be, a breach of this Agreement and shall immediately return to Organization any and all written or other tangible material containing any Confidential Information in Volunteer’s possession and shall not keep any copies thereof. MoveOn may also avail itself of any other remedies available by law.

4. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

5. Severability

If any part of the Agreement shall be held unenforceable, the rest of the Agreement will nevertheless remain in full force and effect.