I understand that Vesper Service Network (“VSN”) owns and operates an on-line community that allows member organizations (“Clients”) to find individuals in their faith community like me interested in contributing their time and talents.
I agree that by registering as an advisor, I am representing to VSN and its Clients that: (1) I understand and accept the terms and conditions of this Non-Solicitation and Confidentiality Agreement (“Agreement”) and the related Release from Liability (“Release), (2) I am interested in contributing my time and talents on a volunteer basis to one or more Clients, and (3) I will provide information about my personal and professional qualifications and interests in serving as an advisor on behalf of Clients.
I agree that all information I provide as a result of this registration or any other contact with VSN or any of its Clients, via this website or otherwise, is provided by me voluntarily without any assurance, promise or representation that I will be solicited or selected as an advisor by any Client, and what my duties may be as an advisor, if selected.
I understand that Clients may use the information I provide on this website to evaluate me as an advisor for such Clients and may contact me for the purpose of volunteering for such Clients.
I agree that communications I may have with any Client prior to be selected as an advisosr will be limited to discussing my qualifications, willingness, ability and availability for providing volunteer services to the Client, and that ABSENT PRIOR WRITTEN CONSENT FROM VSN, I WILL NOT PROVIDE OR OFFER TO PROVIDE ANY SERVICES TO ANY CLIENT OTHER THAN VOLUNTARY SERVICES, AND I agree that I will not in any capacity SOLICIT OR perform In any manner any service for any Client for remuneration of any kind prior to the expiration of one (1) year after the last day on which I have provided any service TO THAT Client.
As a result of my registration as an advisor, I may learn of or have access to a Client’s Confidential Information. “Confidential Information” means all information and data about a Client and its operations which (1) is not in publicly known, (2) the Client desires to kept confidential, (3) is not readily ascertainable by proper means by other persons not a part of the Client, and (4) the information is the subject of efforts to maintain its confidentiality by the Client. Confidential Information may be in oral, written or graphic form, including but not limited to correspondence, memoranda, files, magnetic tape, computer disks, financial records and any other electronic or other media of any kind, whether prepared by Client, its employees, consultants, agents or me.
During all times that I am acting as an advisor for a client, and prior to the expiration of two (2) years after the last day on which I have provided any volunteer service TO THAT Client, I AGREE TO HOLD ALL CONFIDENTIAL INFORMATION IN STRICT CONFIDENCE AND WILL USE ALL REASONABLE MEANS TO PROTECT AND SAFEGUARD THE CONFIDENTIAL INFORMAITON, WHICH WILL BE AT LEAST THE EQUIVALENT OF THE CLIENT’S ACTION TAKEN TO PROTECT THE CONFIDENTIAL INFORMATION.
I agree that all Confidential Information is and will be the sole property of the Client, and I will make no claims to the ownership of the Confidential Information. I agree to return all written documents containing Confidential Information, including any copies, to the Client upon the Client's request or the termination of my volunteer activities for the Client, whichever is earlier.
I understand that information will not be considered to be Confidential Information if: (1) it was previously known to me before to I learned of it from Client, as can be demonstrated by written records; or (2) it is now, or becomes in the future, public knowledge other than by breach of this Agreement by me; or (3) it was disclosed to me by a third party under no obligation to maintain its confidentiality; or (4) it was lawfully obtained by me from a source which is independent of Client; or (5) it is disclosed under order of law or government regulation.
I agree that this Agreement will be interpreted, construed and enforced in all respects in accordance with laws in the State of Wisconsin. I agree that any and all actions brought arising out of or based in whole or in part upon this Agreement will be brought in the courts of the state in which the Client has its principal place of business, to which I consent to jurisdiction thereof.
I agree that no waiver of any breach by me of this Agreement will be construed to be a waiver as to any succeeding breaches. I understand that the provisions contained in this Agreement are intended to be separate and divisible and if, for any reason, any one or more of them should be held to be invalid or unenforceable, in whole or in part, such provisions will not be held to affect the validity or unenforceability of any other provision of this Agreement.
VSN retains the ability, in its sole discretion, to modify, waive, and interpret the terms and conditions of this Non-Solicitation and Confidentiality Agreement.