Arabian Airlines Volunteer & Non-Disclosure Agreement
This Agreement is made by and between Mahmoud Fadli, an individual doing business as “Arabian Airlines” having his principal place of business at 400 Oyster Point Blvd., Ste 203, South San Francisco, California, USA 94080 (“Arabian”) and the undersigned (“Volunteer”).
I. Purpose. The purpose of this Agreement between Volunteer and Arabian is to allow Volunteer to volunteer time and services to Arabian for the purpose of contributing to the Arabian virtual airline and business model. This Agreement explicitly makes clear to all parties that there shall be no expectation of compensation of any kind. Arabian is providing an opportunity to Volunteer to participate in Arabian and to contribute to a growing virtual airline and business concept, and likely Volunteer is volunteering services and expertise to that end.
II. Responsibilities of Volunteer. Volunteer understands that Volunteer is expected to check the @ArabianVirtual.com or @arabian.aero email they will receive at least twice a day and dedicate at least five (5) hours per week to Arabian.
III. Confidentiality. Volunteer, and his/her/its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Volunteer, or divulge, disclose, or communicate in any manner, any information that is proprietary to Arabian and the business. Volunteer and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. This shall endure even if the contract is terminated by either party.
IV. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Arabian is engaged. If Confidential Information is in written form, Arabian shall label or stamp the materials with the word "Confidential" or some similar warning. However, Volunteer acknowledges that all information transmitted to Volunteer by Arabian shall be considered, by default, Confidential and shall be governed by these provisions. If Confidential Information is transmitted orally, Arabian shall promptly provide a writing indicating that such oral communication constituted Confidential Information. This shall endure even if the contract is terminated by either party.
V. Exclusions from Confidential Information. Volunteer’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Volunteer; (b) discovered or created by Volunteer before disclosure by Arabian; (c) learned by Volunteer through legitimate means other than from Arabian or Arabian’s representatives; or (d) is disclosed by Volunteer with Arabian’s prior written approval. This shall endure even if the contract is terminated by either party.
VI. Obligations of Volunteer. Volunteer shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of Arabian. Volunteer shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Volunteer shall not, without prior written approval of Arabian, use for Volunteer’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Arabian, any Confidential Information. Volunteer shall return to Arabian any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Arabian requests it in writing. This shall endure even if the contract is terminated by either party.
VII. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Volunteer’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Arabian sends Volunteer written notice releasing Volunteer from this Agreement, whichever occurs first. This shall endure even if the contract is terminated by either party.
VIII. Return of Materials. Upon termination of this Agreement, Volunteer will return to Arabian all records, notes, documentation and other items that were used, created, owned, or controlled by Arabian during the term of this Agreement.
IX. Work Product Ownership. Any and all copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Volunteer in connection with the Services will be the exclusive property of Arabian. Upon request, Volunteer will execute all documents necessary to confirm or perfect the exclusive ownership of Arabian to the Work Product. This shall endure even if this agreement is terminated by either party. This extends to all work done for Arabian by Volunteer.
X. Past Work Product. Volunteer agrees to assign, in full, all copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Previous Work Product”) developed in whole or in part by Volunteer in connection with the Services previously rendered in relation to Arabian, and all Previous Work Product shall be the exclusive property of Arabian. Upon request, Volunteer will execute all documents necessary to confirm or perfect the exclusive ownership of Arabian to the Previous Work Product. This shall endure even if the contract is terminated by either party.
XI. Arabian Email Usage Policy. The use of Arabian electronic systems, including computers, fax machines, and all forms of Internet/intranet access, is for Arabian business and for authorized purposes only. Brief and occasional personal use of the electronic mail system or the Internet is acceptable as long as it is not excessive or inappropriate, occurs during personal time (lunch or other breaks), and does not result in expense or harm to Arabian or otherwise violate this policy. Use is defined as "excessive" if it interferes with normal job functions, responsiveness, or the ability to perform daily job activities. Electronic communication should not be used to solicit or sell products or services that are unrelated to Arabian's business; distract, intimidate, or harass coworkers or third parties; or disrupt the workplace.
Use of Arabian emails is a privilege granted by management and may be revoked at any time for inappropriate conduct carried out on such systems, including, but not limited to: (i) Sending chain letters or participating in any way in the creation or transmission of unsolicited commercial e-mail ("spam") that is unrelated to legitimate Arabian purposes; (ii) Engaging in private or personal business activities, including excessive use of instant messaging and chat rooms (see below); (iii) Accessing networks, servers, drives, folders, or files to which the Volunteer has not been granted access or authorization from someone with the right to make such a grant; (iv) Making unauthorized copies of Arabian files or other Arabian data; (v) Destroying, deleting, erasing, or concealing Arabian files or other Arabian data, or otherwise making such files or data unavailable or inaccessible to Arabian or to other authorized users of Arabian systems; (vi) Misrepresenting oneself or Arabian; (vii) Violating the laws and regulations of the United States or any other nation or any state, city, province, or other local jurisdiction in any way; (viii) Engaging in unlawful or malicious activities; (ix) Deliberately propagating any virus, worm, Trojan horse, trap-door program code, or other code or file designed to disrupt, disable, impair, or otherwise harm either Arabian's networks or systems or those of any other individual or entity; (x) Using abusive, profane, threatening, racist, sexist, or otherwise objectionable language in either public or private messages; (xi) Sending, receiving, or accessing pornographic materials; (xii) Becoming involved in partisan politics; (xiii) Causing congestion, disruption, disablement, alteration, or impairment of Arabian networks or systems; (xiv) Maintaining, organizing, or participating in non-work-related Web logs ("blogs"), Web journals, "chat rooms", or private/personal/instant messaging; (xv) Failing to log off any secure, controlled-access computer or other form of electronic data system to which you are assigned, if you leave such computer or system unattended; (xvi) Using recreational games; (xvii) and/or Defeating or attempting to defeat security restrictions on Arabian systems and applications.
Important exception: consistent with federal law, you may use Arabian's electronic systems in order to discuss with other Volunteers the terms and conditions of your and your fellow volunteer’s duties. However, any such discussions should take place during non-duty times and should not interfere with your or your fellow Volunteer’s assigned duties. You must comply with a fellow Volunteer’s stated request to be left out of such discussions.
Using Arabian electronic systems to access, create, view, transmit, or receive racist, sexist, threatening, or otherwise objectionable or illegal material, defined as any visual, textual, or auditory entity, file, or data, is strictly prohibited. Such material violates Arabian anti-harassment policies and subjects the responsible Volunteer to disciplinary action. Arabian's electronic mail system, Internet access, and computer systems must not be used to harm others or to violate the laws and regulations of the United States or any other nation or any state, city, province, or other local jurisdiction in any way. Use of Arabian resources for illegal activity can lead to disciplinary action, up to and including dismissal and criminal prosecution. Arabian will comply with reasonable requests from law enforcement and regulatory agencies for logs, diaries, archives, or files on individual Internet activities, e-mail use, and/or computer use.
Unless specifically granted in this policy, any non-business use of Arabian's electronic systems is expressly forbidden. If you violate these policies, you could be subject to disciplinary action, up to and including dismissal.
XII. Ownership and Access of Electronic Mail, Internet Access, and Computer Files; No Expectation of Privacy. Arabian owns the rights to all data and files in any computer, network, or other information system fully controlled by Arabian and to all data and files sent or received using any Arabian system or using Arabian's access to any computer network, OneDrive, Google Drive, DropBox, or similar, to the extent that such rights are not superseded by applicable laws relating to intellectual property. Arabian also reserves the right to monitor electronic mail messages (including personal/private/instant messaging systems) and their content, as well as any and all use by Volunteers of the Internet and of computer equipment used to create, view, or access e-mail and Internet content. Volunteers must be aware that the electronic mail messages sent and received using Arabian equipment or Arabian-provided Internet access, including web-based messaging systems used with such systems or access, are not private and are subject to viewing, downloading, inspection, release, and archiving by Arabian officials at all times. Arabian has the right to inspect any and all files stored in private areas of the network or on individual computers or storage media in order to assure compliance with Arabian policies and state and federal laws. No Volunteer may access another Volunteer's computer, computer files, or electronic mail messages without prior authorization from either the Volunteer or an appropriate Arabian official.
Arabian uses software in its electronic information systems that allows monitoring by authorized personnel and that creates and stores copies of any messages, files, or other information that is entered into, received by, sent, or viewed on such systems. There is no expectation of privacy in any information or activity conducted, sent, performed, or viewed on or with Arabian equipment or Internet access. Accordingly, Volunteers should assume that whatever they do, type, enter, send, receive, and view on Arabian electronic information systems is electronically stored and subject to inspection, monitoring, evaluation, and Arabian use at any time. Further, Volunteers who use Arabian systems and Internet access to send or receive files or other data that would otherwise be subject to any kind of confidentiality or disclosure privilege thereby waive whatever right they may have to assert such confidentiality or privilege from disclosure. Volunteers who wish to maintain their right to confidentiality or a disclosure privilege must send or receive such information using some means other than Arabian systems or Arabian-provided Internet access.
Arabian has licensed the use of certain commercial software application programs for business purposes. Third parties retain the ownership and distribution rights to such software. No Volunteer may create, use, or distribute copies of such software that are not in compliance with the license agreements for the software. Violation of this policy can lead to disciplinary action, up to and including dismissal.
XIII. Confidentiality of Electronic Mail. As noted above, electronic mail is subject at all times to monitoring, and the release of specific information is subject to applicable state and federal laws and Arabian rules, policies, and procedures on confidentiality. Existing rules, policies, and procedures governing the sharing of confidential information also apply to the sharing of information via commercial software. Since there is the possibility that any message could be shared with or without your permission or knowledge, the best rule to follow in the use of electronic mail for non-work-related information is to decide if you would post the information on the office bulletin board with your signature. It is a violation of Arabian policy for any Volunteer, including system administrators and supervisors, to access electronic mail and computer systems files to satisfy curiosity about the affairs of others, unless such access is directly related to that Volunteer's job duties. Volunteers found to have engaged in such activities will be subject to disciplinary action.
XIV. Electronic Mail Tampering. Electronic mail messages received should not be altered without the sender's permission; nor should electronic mail be altered and forwarded to another user and/or unauthorized attachments be placed on another's electronic mail message.
XV. No Employment Relationship. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee partnership or joint venture relationship between Arabian and Volunteer. Volunteer is an unpaid volunteer and not an employee of Arabian or any of its subsidiaries or affiliates.
XVI. Survival. This Agreement shall govern all communications between the parties. Volunteer understands that its obligations under the Confidentiality provisions shall survive the termination of any other relationship between the parties. Upon termination of any relationship between the parties, Volunteer will promptly deliver to Arabian, without retaining any copies, all documents and other materials furnished to Volunteer by Arabian.
XVII. Term and Termination. Unless specifically stated otherwise in each section, this Agreement shall be in effect for a period of one (1) year from the date of electronic signing below. Arabian reserves the right to terminate this Agreement for any reason with less than 24 hour notice. If Volunteer wishes to terminate this Agreement, Volunteer shall notify Arabian at least seven (7) days prior to the intended date of termination. Volunteer acknowledges that any termination does not void and Work Product Ownership or Confidentiality Provision in this Agreement.
XVIII. Governing Law & Signatures. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California. The Parties to this Agreement consent to the use of Electronic Signatures in lieu of actual written signatures and agree that said Electronic Signature shall have the full force and effect of an actual, written signature.
XIX. Injunctive Relief. A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to Arabian for which there will be no adequate remedy at law, and Arabian shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).
XX. Severability. If any provision of this Agreement will be held invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, by that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as to limited.
XXI. Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written below.