This Confidentiality and Data Protection Agreement (the “Agreement”) is entered into between Cincinnati Youth Collaborative (“CYC”) and the undersigned consultant (the “Consultant”). This Agreement is effective on the first day of the consulting engagement (the “Engagement”).

Section 1. Definition of Confidential Information. Throughout the Engagement, the Consultant may have access to confidential and proprietary information belonging to CYC. “Confidential Information” means any non-public or privileged information relating to CYC’s operations, programs, participants, employees, volunteers, donors, partners, finances, or strategic activities, including, but not limited to:

1. student and youth information (including, if applicable, educational records protected by FERPA);
2. mentor, volunteer, donor, board, advisory council, and partner information (including any We Mentor Cincy member company names and associated contact information);
3. financial records;
4. grant applications and reports;
5. personnel information;
6. strategic plans;
7. pending projects and proposals;
8. program evaluation data;
9. technology systems and passwords;
10. internal policies, procedures, manuals, and training materials; and
11. any other information reasonably deemed confidential by CYC in its sole discretion.

Section 2. Nondisclosure. The Consultant shall use the Confidential Information solely for authorized CYC purposes. The Consultant shall not reproduce the Confidential Information except as necessary for authorized CYC purposes. The Consultant shall not, intentionally or inadvertently, disclose the Confidential Information for any reason without prior written authorization from CYC’s President/CEO or designee unless required by law. The Consultant shall use reasonable safeguards to protect the Confidential Information, whether maintained on paper or electronic devices (including personal laptops, tablets, or smartphones). The Consultant shall immediately notify CYC of any actual or suspected unauthorized access, disclosure, loss, theft, or breach of the Confidential Information.

This Section 2 does not apply to information that is publicly available through no fault of the Consultant, was lawfully known prior to disclosure, is lawfully obtained from another source, or must be disclosed by law.

If the Consultant is required by law to disclose any Confidential Information, before such disclosure the Consultant shall promptly notify CYC of the Consultant’s disclosure obligation.

Section 3. Compliance with Other Policies. The Consultant shall comply with all applicable CYC policies and procedures, including, but not limited to, confidentiality, child protection, technology, conflict of interest, and data security policies.

Section 4. Return of Confidential Information. Upon termination of the Engagement, the Consultant shall promptly return or securely destroy all Confidential Information and other materials belonging to CYC in the Consultant’s possession.

Section 5. Term; Survival. This Agreement will remain in force and effect until the termination of the Engagement. Notwithstanding the preceding sentence, Sections 1, 2, 4, 6, and 7 will remain in effect for five (5) years after the termination of the Engagement, except where applicable law or CYC policy requires a longer period.

Section 6. Enforcement. Unauthorized disclosure of the Confidential Information may cause irreparable harm to CYC, and CYC may pursue all available legal and equitable remedies, including injunctive relief.

Section 7. Miscellaneous. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. This Agreement may be amended only by mutual written agreement of the parties. This Agreement shall be governed by the laws of the State of Ohio. Any dispute relating to this Agreement shall be administered within a court of competent jurisdiction located in Hamilton County, Ohio.

By signing below, the Consultant acknowledges that he/she has read and understands this Agreement, agrees to comply with its terms, and has received a copy.