SayPro Confidentiality Agreement

The SayPro Confidentiality Agreement (hereinafter referred to as the “Agreement”) is a legal document designed to protect sensitive information that may be disclosed in the course of performing work for or on behalf of SayPro, particularly in the context of research, data analysis, and program evaluation. This agreement ensures that all employees, contractors, and affiliates maintain the confidentiality of proprietary, personal, and sensitive data, as well as any information that could potentially harm SayPro’s interests if disclosed.

Below is a detailed draft of the SayPro Confidentiality Agreement:

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1. Purpose of Agreement

This Agreement is entered into by the undersigned (“Recipient”) and SayPro (“Disclosing Party”) to ensure the confidentiality of sensitive information that may be disclosed in connection with the work performed by the Recipient under SayPro’s employment or collaboration. This includes, but is not limited to, data, research findings, financial information, intellectual property, and other proprietary information.

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2. Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” refers to all information disclosed by SayPro to the Recipient, whether in written, oral, electronic, or any other form, including but not limited to:

• Research Data: All raw data, processed data, and analysis results associated with SayPro’s research projects.
• Program Data: Information related to program operations, including participant data, success metrics, outcomes, and program evaluations.
• Proprietary Information: Any proprietary methods, models, processes, software, or technology owned by SayPro.
• Personal Data: Any data that can identify an individual, including but not limited to names, contact information, and other personally identifiable information (PII).
• Financial Information: Budget data, financial forecasts, and internal financial documents.
• Trade Secrets: Any confidential business information that provides SayPro with a competitive edge.

Confidential Information does not include information that:

• Was publicly available at the time of disclosure.
• Becomes publicly available through no fault of the Recipient.
• Is disclosed to the Recipient without restriction from a third party lawfully in possession of such information.

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3. Obligations of the Recipient

The Recipient agrees to the following obligations:

• Confidentiality: The Recipient agrees to maintain the confidentiality of all Confidential Information and not to disclose or disseminate such information to any third party without the express written consent of SayPro.
• Use of Information: The Recipient shall only use the Confidential Information for the purpose for which it was disclosed (i.e., performing duties as part of SayPro’s programs or research). The Recipient shall not use the information for personal gain or any other unauthorized purposes.
• Safeguards: The Recipient shall take all reasonable precautions to protect the confidentiality of the information and prevent unauthorized access or disclosure. This includes safeguarding any physical, electronic, or digital copies of the Confidential Information.
• Limitation of Access: The Recipient agrees to limit access to Confidential Information only to those individuals within the organization or project team who have a legitimate need to know the information in order to perform their responsibilities.

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4. Return or Destruction of Confidential Information

Upon completion of the work or upon termination of the Agreement, the Recipient agrees to return or destroy any and all copies of Confidential Information in their possession, including any notes, reports, or other documents that contain such information. The Recipient shall provide a written certification of the destruction or return of all such materials.

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5. Exclusions from Confidentiality

This Agreement does not apply to information that:

• Was already known to the Recipient prior to disclosure by SayPro.
• Becomes publicly available through no fault of the Recipient.
• Is required to be disclosed by law, regulation, or court order. In such cases, the Recipient agrees to notify SayPro immediately to allow SayPro to seek a protective order or other appropriate remedy.

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6. Duration of Confidentiality

The confidentiality obligations set forth in this Agreement shall remain in effect indefinitely, even after the conclusion of the Recipient’s relationship with SayPro, unless otherwise agreed in writing by both parties. In particular, the Recipient’s obligation to maintain the confidentiality of personal data and other sensitive information shall survive indefinitely.

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7. Ownership of Confidential Information

All Confidential Information provided by SayPro remains the exclusive property of SayPro. The Recipient agrees not to claim any right, title, or interest in the Confidential Information. Nothing in this Agreement shall grant the Recipient any intellectual property rights in or to the Confidential Information.

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8. Consequences of Breach

The Recipient acknowledges that unauthorized disclosure or use of Confidential Information may result in irreparable harm to SayPro, including loss of competitive advantage, financial loss, and damage to reputation. In the event of a breach of this Agreement, SayPro shall be entitled to seek all available legal remedies, including injunctive relief and monetary damages.

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9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which SayPro is located. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration or mediation, as agreed by both parties.

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10. No License

Nothing in this Agreement shall be construed as granting the Recipient any rights, by license or otherwise, under any intellectual property rights of SayPro.

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11. Acknowledgment of Understanding

By signing this Agreement, the Recipient acknowledges that they have read, understood, and agree to the terms set forth above regarding the handling and protection of Confidential Information. The Recipient further agrees to abide by these obligations for the duration of their involvement with SayPro and beyond.

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12. Execution

This Agreement is entered into voluntarily and is binding upon the undersigned parties as of the date of execution.

Recipient:

Signature: _________________________
Name: ___________________________
Title: ____________________________
Date: _____________________________

SayPro Representative:

Signature: _________________________
Name: ___________________________
Title: ____________________________
Date: _____________________________

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Conclusion

This SayPro Confidentiality Agreement is designed to protect the confidentiality of sensitive information shared in the course of research, data analysis, and program evaluation. By signing this Agreement, both SayPro and the Recipient ensure that proprietary data, personal information, and other confidential materials will be safeguarded to maintain privacy, integrity, and trust.