IX. Confidential Information. In connection with the Services the Volunteer performs under this Agreement, the Volunteer may be provided with or have access to, certain confidential or proprietary information of AJMA including, but not limited to, marketing and business plans, financial information, passwords, electronic data, or other documents or materials, whether prepared by AJMA or others, which contain or otherwise reflect such information (all of the foregoing, “Confidential Information”).
The Volunteer agrees to keep the Confidential Information in strict confidence, and shall not disclose any Confidential Information to any person or business except as expressly permitted by this Agreement. The Volunteer shall treat the Confidential Information with at least the same degree of care and confidentiality as it treats its own most sensitive confidential information, and in no event using less than a degree of reasonable care. The Volunteer shall not use any Confidential Information for any reason or purpose other than to perform the Services under this Agreement.
All Confidential Information that is provided to or developed by the Volunteer shall remain the property of AJMA, shall not be duplicated by the Volunteer, and shall be promptly returned to AJMA upon conclusion of the Volunteer’s Services, or in any case upon the AJMA’s request.
This Agreement shall not impose any obligations upon the Volunteer with respect to any material that the Volunteer can prove (i) was known to the Volunteer at the time of disclosure by the AJMA to Volunteer; (ii) has been rightfully received by the Volunteer form a third party who is authorized to make such disclosure; or
(iii) was or has become publicly known or made generally available through no wrongful act of the Volunteer. The Volunteer understands that the AJMA, nor its affiliates, nor their respective agents or representatives make any representation or warranty of any kind with respect to the Confidential Information, including without limitation, with respect to accuracy, completeness, fitness, merchantability, title, or non-infringement.
X. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) associated with the AJMA and with regard to all documents, work product, recordings, records, and other materials delivered to the AJMA under this Agreement or prepared by or on behalf of the Volunteer or shared with the Volunteer in the course of the Volunteer’s performance of the Services (collectively, the “Deliverables”) are and shall be owed exclusively by the AJMA.
Any work performed by Volunteer for the AJMA shall be the property of the AJMA.