Editing: Donald Trump Volunteer NDA
AGREEMENT
You
have requested that the entity signing below (the "Company")
engage you (as an employee, independent contractor, volunteer, or
otherwise) to perform services, or an independent contractor that
employs you has requested to be engaged by Company to perform
services and you desire in your capacity as an employee of such
independent contractor to perform all or a part of such
services. You
have made the promises and agreements set forth below in order to
induce the Company to accept your or your employer’s, as
applicable, offer of engagement and to permit you, in the applicable
capacity, to perform all or a portion of the subject services. Those
promises and agreements are part of what the Company is receiving in
exchange for agreeing to engage you or your employer, and to permit
you to perform all or a portion of the subject services, and the
Company is relying on your fulfillment of these promises and
agreements.
Any initially capitalized terms that are not defined when used in this agreement are defined in paragraph 6 below.
No
Disclosure of Confidential Information. During
the term of your service and at all times thereafter you hereby
promise and agree:
not to disclose, disseminate or publish, or cause to be disclosed, disseminated or published, any Confidential Information;
not to assist others in obtaining, disclosing, disseminating, or publishing Confidential Information;
not to use any Confidential Information in any way detrimental to the Company, Mr. Trump, any Family Member, any Trump Company or any Family Member Company;
not
to save, store or memorialize any Confidential Information
(including, without limitation, incorporating it into any storage
device, server, Internet site or retrieval system, whether
electronic, cloud based, mechanical or otherwise) except as may be
expressly required in connection with the performance of services
to the Company;
to
(i) provide the Company with written notice of any legal obligation
to disclose any Confidential Information as soon as you become
aware of such obligation, (ii) not make any disclosure
notwithstanding such
obligation until the Company (or the
appropriate Trump Person) has had a reasonable opportunity to seek
an appropriate protective order or similar relief, (iii) fully
cooperate and join with the Company (and the appropriate Trump
Person) in any request for a protective order or similar relief,
(iv) exercise all reasonable efforts to obtain reliable assurance
that confidential treatment will be accorded such
Confidential
Information in the event
no such
protective order or similar relief
is obtained, whether because it has been denied or because the
Company (or the appropriate Trump Person) has elected not to seek
it, and (iv) under all circumstances, not furnish any greater
portion of the Confidential Information than you are advised by
counsel is absolutely legally required to be disclosed by you or
furnish any Confidential Information to any individual, company or
governmental entity other than the one to whom or to which you are
absolutely legally required to disclose it; and
promptly
upon the request, whenever made, of the Company, (i) return to the
Company all Confidential Information furnished to you, together
with all copies, abstracts, notes, reports, or other materials
furnished to, or otherwise obtained by, you or prepared by you or
on your behalf, without retaining copies, extracts or other
reproductions, whether physical, electronic, cloud based or
otherwise, in whole or in part, (ii) destroy all documents,
memoranda, notes or other writings prepared by you or anyone on
your behalf that are based upon the Confidential Information, and
(iii) acknowledge such destruction in writing to Company.
The
foregoing provisions each apply to Confidential Information and
disclosure, dissemination, publication, use and effort to help others
obtain, saving, storing and memorializing of Confidential
Information, as applicable, (i) by any means of expression, including
but not limited to verbal, written, or visual, (ii) whether or not
preserved in any medium now known or hereafter discovered or
invented, including but not limited to audio recording of any type,
written text, drawing, photograph, film, video, or electronic device,
(iii) in any manner or form, including but not limited to any book,
article, memoir, diary, letter, essay, speech, interview, panel or
roundtable discussion, image, drawing, cartoon, radio broadcast,
television broadcast, video, movie, theatrical production, Internet
website, e-mail, Twitter tweet, Facebook page, or otherwise, even if
fictionalized, (iv) in any language, or (v) in any country or other
jurisdiction (collectively, the "Restricted
Means and Contexts").
No
Disparagement. During
the term of your service and at all times thereafter you hereby
promise and agree not to demean or disparage publicly the Company,
Mr. Trump, any Trump Company, any Family Member, or any Family
Member Company or any asset any of the foregoing own, or product or
service any of the foregoing offer, in each case by or in any of the
Restricted Means and Contexts and to prevent your employees from
doing so.
No Competitive Services. Until the Non-Compete Cutoff Date you promise and agree not to assist or counsel, directly or indirectly, for compensation or as a volunteer, any person that is a candidate or exploring candidacy for President of the United States other than Mr. Trump and to prevent your employees from doing so.
No
Competitive Solicitation. Until
the Non-Solicitation Cutoff Date you promise and agree not to hire
or solicit for hiring, or assist any other person, entity or
organization to hire or solicit for hiring, any person that is an
independent contractor of, employee of an independent contractor of,
or employee of Company or any other Trump Person and who at any time
provides services for the project or objective for which you or your
employer, as applicable, are being engaged.
No
Competitive Intellectual Property Claims. During
the term of your service and at all times thereafter you promise and
agree never to assert any rights to any intellectual property that
(a) includes the name “Trump,” (b) is owned by or
associated with the Company, Mr. Trump, any Trump Company, any
Family Member or any Family Member Company, for example, without
limitation, any name, likeness, voice, or image of Mr. Trump or any
Family Member, or any logo, motto or phrase created, developed or
commonly associated with any of them, or (c) is developed in
connection with the project or objective for which your services are
being engaged (all of which will be deemed a “work made for
hire” or will be assigned by you to us).
Definitions. As used in this agreement, the following definitions apply:
"Confidential
Information" means
all information (whether or not embodied in any media) of a
private, proprietary or confidential nature or that Mr. Trump
insists remain private or confidential, including, but not limited
to, any information with respect to the personal life, political
affairs, and/or business affairs of Mr. Trump or of any Family
Member, including but not limited to, the assets, investments,
revenue, expenses, taxes, financial statements, actual or
prospective business ventures, contracts, alliances, affiliations,
relationships, affiliated entities, bids, letters of intent, term
sheets, decisions, strategies, techniques, methods, projections,
forecasts, customers, clients, contacts, customer lists, contact
lists, schedules, appointments, meetings, conversations, notes, and
other communications of Mr. Trump, any Family Member, any Trump
Company or any Family Member Company.
"Family Member" means any member of Mr. Trump’s family, including, but not limited to, Mr. Trump’s spouse, each of Mr. Trump’s children and grandchildren and their respective spouses, including but not limited to Donald J. Trump Jr., Eric F. Trump and Ivanka M. Trump, Tiffany Trump, and Barron Trump, and their respective spouses, children and grandchildren, if any, and Mr. Trump’s siblings and their respective spouses and children, if any.
"Family Member Company" means any entity, partnership, trust or organization that, in whole or in part, was created by or for the benefit of any Family Member or is controlled or owned by any Family Member.
"Non-Compete Cut Off Date" means the date the current U.S presidential election cycle is over or, if earlier, the date Mr. Trump announces that he will not run or will no longer run for the Presidency of the United States of America in the current U.S. presidential election cycle.
"Non-Solicitation
Cutoff Date" means
the Non-Compete Cut Off Date.
"Trump Company" means any entity, partnership, trust or organization that, in whole or in part, was created by or for the benefit of Mr. Trump or is controlled or owned by Mr. Trump.
"Trump Person" means each of Mr. Trump, each Family Member, each Trump Company (including but not limited to the Company) and each Family Member Company.
Remedies for Breach of this Agreement.
Consent
to Injunction. A
breach of any of your promises or agreements under this agreement
will cause the Company, Mr. Trump and each other Trump Person
irreparable harm. Accordingly, to the extent permitted by law, and
without waiving any other rights or remedies against you at law or
in equity, you hereby consent to the entry of any order, without
prior notice
to you, temporarily or permanently enjoining you from
violating any of the terms, covenants, agreements or provisions of
this agreement on your part to be performed or observed. Such
consent is intended to apply to an injunction of any breach or
threatened breach.
Agreement
to Indemnify. You
hereby agree to
indemnify, defend (with counsel acceptable
to the
Trump Person you are defending) and hold harmless each Trump Person
from and against any claim, demand, suit, proceeding, damages,
cost, loss or expense of any kind or nature, including but not
limited to reasonable attorneys’ fees and disbursements,
incurred by any Trump Person as a consequence of your breach of any
of your promises or agreements in this agreement.
Damages
and Other Remedies. Notwithstanding
anything to the contrary, each Trump Person will be entitled to all
remedies available at law and equity, including but not limited to
monetary damages, in the event of your breach of this agreement.
Nothing contained in this agreement will constitute a waiver of any
Trump Person’s remedies at law or in equity, all of which are
expressly reserved.
Third Party Beneficiaries. Mr. Trump and each Family Member, Trump Company and Family Member Company is an intended third party beneficiary of this agreement. Without limiting the preceding sentence, Mr. Trump, each Family Member, Trump Company and Family Member Company, in addition to the Company, will be entitled to the benefit of this agreement and to enforce this agreement.
Resolution of Disputes.
Governing
Law; Jurisdiction and Venue. This
Agreement is deemed to have been made in the State of New York, and
any and all performance hereunder, breach hereof
, or claims with
respect to the enforceability of this agreement must be interpreted
and construed pursuant to
the laws of the State of New York without
regard to conflict of laws or rules applied in the State of New
York. You hereby
consent to exclusive personal jurisdiction and
venue in the State of New York with respect to any action or
proceeding brought with respect to this agreement.
Arbitration. Without
limiting the Company’s or any other Trump Person’s
right to commence a lawsuit in a court of competent jurisdiction in
the State of New York, any dispute arising under or relating to
this agreement may, at the sole discretion of each Trump Person, be
submitted to binding arbitration in the State of New York pursuant
to
the rules for commercial arbitrations of the American
Arbitration Association, and you hereby
agree to
and will not
contest such
submissions. Judgment upon the award rendered by an
arbitrator may be entered in any court having jurisdiction.
Prevailing Party Fees. Any court judgment or arbitration award shall include an award of reasonable legal fees and costs to the prevailing party.
Interpretation
and Representation by Counsel. This
agreement has been drafted on behalf of the undersigned only as a
convenience and may not
, by reason of
such
action, be construed
against the undersigned. Each of the parties (i) has had the
opportunity to be and/or
has elected not to be, represented by
counsel, (ii) has reviewed each of the provisions in this agreement
carefully and (iii) has negotiated or has had full opportunity to
negotiate the terms of this agreement, specifically including, but
not limited to Paragraph 7 hereof
. You waive any claims that may be
available at law or in equity to the effect that you did not have
the opportunity to so consult with counsel.
No
Waiver. Neither
the failure or delay to exercise one or more rights under this
agreement nor the partial exercise of any such right, will be
deemed a renunciation or waiver of such rights or any part thereof
or affect, in any way, this agreement or any part hereof
or the
right to exercise or further exercise any right under this
agreement or at law or in equity.
Miscellaneous. Modifications.
No change or waiver of the terms, covenants and provisions of this
agreement will be valid unless made in writing and signed by the
undersigned. Relationship.
Nothing herein contained is intended to, nor shall it be construed
as, reflecting any employer-employee or independent contractor
relationship between you and the undersigned or any other individual
or entity. Counterparts.
This agreement may be executed in any number of counterparts, all of
which taken together will constitute one and same instrument.
Delivery of an executed signature page of this agreement by
facsimile transmission or .pdf, .jpeg, .TIFF, or other electronic
format or electronic mail attachment will be effective as delivery
of an original executed counterparty hereof.
Survival. This agreement will survive the expiration, cancellation or termination of any employment or independent contractor relationship that you may have with the Company or with any individual, entity, partnership, trust or organization that the Company has engaged.
This is the official Donald Trump Volunteer NDA as it appeared on September 2, 2016. You can view the current and official agreement here.
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