Improves the lives of Hong Kong’s ethnic minorities by reducing suffering and providing opportunities
The Zubin Foundation
Confidential Information and Intellectual Property
Version as of 10 May 2024
Thank you for agreeing to act as a Volunteer ("Volunteer") for The Zubin Foundation ("TZF"). TZF recognises the commitment that you are making, and we appreciate your contribution.
In your role as Volunteer, certain information and intellectual property of TZF may be made available to you. This letter sets out the terms on which TZF agrees to make available to you that information and intellectual property, and also clarifies some of your obligations to TZF as Volunteer.
1. Objects of TZF and Volunteers
1.1 The objects for which TZF was established ("TZF Objects") are set out in the Memorandum and Articles of Association of TZF, a copy of which will be provided to you on request.
1.2 You hereby agree that:
(a) in your role as Volunteer you will at all times promote the TZF Objects;
(b) you will not at any time and in any way use your role as Volunteer in order to pursue any object or interest other than the TZF Objects; and
(c) for so long as you act in your role as Volunteer, you will immediately inform TZF, and keep TZF informed, of any and all interests of yours which give rise to, or which are likely to give rise to, any conflict with any of the TZF Objects.
2. Confidential Information
2.1 In your role as Volunteer, you may:
(a) receive (directly and indirectly, including orally) information ("Confidential Information") concerning TZF, its service recipients, service providers or any other person having dealings with TZF, including, but not limited to:
(i) any invention, technical data, know-how or other manufacturing or trade secrets of TZF, its service recipients, service providers or any other person having dealings with TZF (including Intellectual Property Rights and IP Materials, as defined below);
(ii) any information in respect of which TZF is bound by an obligation of confidence to any third party;
(iii) marketing or business strategies and plans;
The Zubin Mahtani Gidumal Foundation Limited, known as The Zubin Foundation (registered charity in Hong Kong - IR 91/12344).
(香港註冊慈善機構 IR 91/12344) 。 Unit 5F, High Fashion Centre, No. 1 Kwai Hei Street, Kwai Chung, Hong Kong
5 樓 F 室。 Tel 電話: +852 2540 9588 E-mail 電郵: info@zubinfoundation.org Website 網址: www.zubinfoundation.org © 2023 The Zubin Mahtani Gidumal Foundation Limited (registered charity in Hong Kong - IR 91/12344). All rights reserved.
Improves the lives of Hong Kong’s ethnic minorities by reducing suffering and providing opportunities
(iv) lists of and details of contracts or arrangements with or requirements of service recipients;
(v) lists of and details of contracts or arrangements with service providers;
(vi) information which has been supplied in confidence by service recipients, service providers or any other person having dealings with TZF;
(vii) information and details of and concerning the engagement, employment and termination of engagement or employment of any officer, employee, volunteer or Volunteer of TZF; and
(viii) any other information made available to you from time to time in relation to your role as Volunteer, whether or not it is provided or made available to you by TZF or another person and whether or not it is identified to you as being of a confidential nature; and
(b) receive documents, software or other materials on which Confidential Information is stored ("Confidential Materials").
2.2 You hereby:
(a) agree that the Confidential Information is received by you under a duty of confidentiality to TZF and for the exclusive purpose of performing your role as Volunteer; and
(b) undertake not to make use of or divulge to any person, and use your best efforts to prevent the use, publication or disclosure of, any Confidential Information.
2.3 This letter does not apply to information or materials which:
(a) are used or disclosed in the proper performance of your role as Volunteer or with the prior written consent of TZF;
(b) are or come to be in the public domain (except as a result of a breach of your obligations under this letter); or
(c) are ordered to be disclosed by a court of competent jurisdiction or otherwise required to be disclosed by law.
3. Intellectual Property
3.1 In this letter:
(a) "Intellectual Property Rights" means (i) copyright (including all present and future copyright, and copyright revivals and extensions), patents, know-how, confidential information, database rights, and rights in trademarks and designs (whether registered or unregistered), (ii) applications for registration, and the right to apply for registration, for any of the same, and (iii) all other intellectual property rights and equivalent or similar forms of protection
The Zubin Mahtani Gidumal Foundation Limited, known as The Zubin Foundation (registered charity in Hong Kong - IR 91/12344). 小彬紀念基金會 (香港註冊慈善機構 IR 91/12344) 。 Unit 5F, High Fashion Centre, No. 1 Kwai Hei Street, Kwai Chung, Hong Kong 香港葵涌葵喜街 1 號達利國際中心 5 樓 F 室。 Tel 電話: +852 2540 9588 E-mail 電郵: info@zubinfoundation.org Website 網址: www.zubinfoundation.org © 2023 The Zubin Mahtani Gidumal Foundation Limited (registered charity in Hong Kong - IR 91/12344). All rights reserved.
existing anywhere in the world;
Improves the lives of Hong Kong’s ethnic minorities by reducing suffering and providing opportunities
(b) "IP Materials" means all documents, software, photographic or graphic works of any type, and other materials in any medium or format which are created by you or on your behalf in the course of your role as Volunteer and which are protected by or relate to Intellectual Property Rights; and
for the avoidance of doubt, either may include (without limitation) Confidential Information and Confidential Materials.
3.2 To the extent that ownership of Intellectual Property Rights does not vest in TZF by operation of law, you hereby assign to TZF all Intellectual Property Rights which arise in the course of your role as Volunteer. This assignment shall take effect upon the creation of each of the Intellectual Property Rights.
3.3 You agree to execute any and all documents and do all other acts which TZF requests (at TZF's expense) to enable TZF to enjoy the full benefit of this clause 2.
3.4 You may only use the Intellectual Property Rights and IP Materials in the course of your role as Volunteer, and you shall not disclose any Intellectual Property Rights or IP Materials to any third party without the express prior written consent of TZF.
3.5 You hereby undertake not to copy, modify, amend, reproduce or otherwise deal with the IP Materials except to the extent permitted by this letter.
3.6 You waive all moral rights in IP Materials to which you would otherwise be entitled under the law of any relevant jurisdiction.
3.7 You shall immediately transfer to TZF all IP Materials and/or Confidential Materials in your possession or under your control when you cease in your role as Volunteer for any reason, or at any time when TZF requests transfer. No copies or other record of any IP Materials and/or Confidential Materials may be retained by you except with the prior written consent of TZF. 4. General
4.1 Your obligations under this letter will continue to apply even after you cease in your role as Volunteer for any reason.
4.2 You hereby acknowledge that the restrictions in this letter are no more extensive than are reasonable to protect TZF.
4.3 Each of the restrictions in this letter will be enforceable independently of each of the others and its validity will not be affected if any of the others is invalid. If any of those restrictions is void but would be valid if some part of the restriction were deleted, the restriction in question will apply with such modification as may be necessary to make it valid.
The Zubin Mahtani Gidumal Foundation Limited, known as The Zubin Foundation (registered charity in Hong Kong - IR 91/12344). 小彬紀念基金會 (香港註冊慈善機構 IR 91/12344) 。 Unit 5F, High Fashion Centre, No. 1 Kwai Hei Street, Kwai Chung, Hong Kong 香港葵涌葵喜街 1 號達利國際中心 5 樓 F 室。 Tel 電話: +852 2540 9588 E-mail 電郵: info@zubinfoundation.org Website 網址: www.zubinfoundation.org © 2023 The Zubin Mahtani Gidumal Foundation Limited (registered charity in Hong Kong - IR 91/12344). All rights reserved.
Improves the lives of Hong Kong’s ethnic minorities by reducing suffering and providing opportunities
4.4 The terms of this letter are governed by and shall be construed in accordance with the laws of Hong Kong, whose courts shall have non-exclusive jurisdiction for all purposes relating to this letter.
5. Code of Conduct
You are expected to comply with TZF’s Code of Conduct policy.
6. Declaration of Sexual Conviction Record
Since our service targets including children and vulnerable individuals, in order to prevent previous sexual offenders by deliberately withholding their past sexual conviction records and molesting children or vulnerable individuals again through contact with them in the course of their work; and to help reduce the risk of sexual abuse to children or vulnerable individuals and give them better protection while considering the need of rehabilitation of offenders. TZF requires the declaration of criminal conviction for sexual offenses to ensure the service targets from sexual abuse or harassment.
- End of Agreement -
The Zubin Mahtani Gidumal Foundation Limited, known as The Zubin Foundation (registered charity in Hong Kong - IR 91/12344). 小彬紀念基金會 (香港註冊慈善機構 IR 91/12344) 。 Unit 5F, High Fashion Centre, No. 1 Kwai Hei Street, Kwai Chung, Hong Kong 香港葵涌葵喜街 1 號達利國際中心 5 樓 F 室。 Tel 電話: +852 2540 9588 E-mail 電郵: info@zubinfoundation.org Website 網址: www.zubinfoundation.org © 2023 The Zubin Mahtani Gidumal Foundation Limited (registered charity in Hong Kong - IR 91/12344). All rights reserved.