MASTER CONFIDENTIALITY, NON-DISCLOSURE & GOVERNANCE AGREEMENT

Healing Seed VA & Affiliated Entities

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into as of the date signed below by and between:

Healing Seed VA, including its affiliated and related entities:

  • The Green Thread Project
  • Whole Greens VA
  • Whole Greens Cloned
  • Hiveology

Together with their founders, owners, officers, Board of Directors, advisory board members, committee members, sponsors, partners, affiliates, and event hosts (collectively referred to as the “Organizations”)

AND

(“Volunteer/Board Member” or “Recipient”)

1. PURPOSE

The Volunteer/Board Member understands that through participation, board service, committee involvement, volunteer activities, sponsorship collaboration, partnership engagement, or event hosting, they may gain access to confidential, proprietary, strategic, financial, and governance-related information.

This Agreement exists to protect the mission, integrity, intellectual property, operations, donor relationships, and governing structure of the Organizations.

2. COVERED PARTIES

This Agreement applies to:

  • All Volunteers
  • All Board of Directors members
  • Advisory Board members
  • Committee members
  • Event hosts
  • Sponsors and strategic partners
  • Contractors acting in a volunteer capacity
  • Any individual granted access to internal organizational information

Board Members are held to the highest fiduciary and confidentiality standards under this Agreement.

3. DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” includes, but is not limited to:

  • Board discussions, meeting minutes, voting records, governance decisions
  • Strategic plans, expansion plans, and organizational roadmaps
  • Financial reports, treasurer reports, donor records, sponsor agreements
  • Vendor relationships, pricing structures, sourcing information
  • Proprietary product development, formulations, recipes, cloning processes
  • Branding concepts, logos, designs, educational curriculum, event formats
  • Volunteer records and internal communications
  • Marketing strategies, unpublished campaigns, social media planning
  • Internal disputes, investigations, disciplinary discussions
  • Access credentials, systems, software, and digital assets
  • Any non-public information disclosed verbally, electronically, visually, or in writing

All information shared during board meetings, planning sessions, retreats, committee meetings, and internal communications is strictly confidential.

4. NON-DISCLOSURE OBLIGATIONS

Volunteer/Board Member agrees:

  • Not to disclose Confidential Information to any third party without written authorization.
  • Not to share screenshots, recordings, internal documents, or communications.
  • Not to discuss internal matters outside authorized organizational channels.
  • Not to use confidential information for personal gain.
  • Not to use confidential information to compete with, undermine, or replicate the Organizations’ initiatives.
  • To exercise discretion in public and private conversations regarding organizational matters.

This obligation applies during active involvement and continues indefinitely after separation.

5. FIDUCIARY DUTY (BOARD OF DIRECTORS)

Board Members specifically acknowledge:

  • A duty of loyalty to act in the best interest of the Organizations.
  • A duty of care in handling sensitive governance and financial matters.
  • A duty of confidentiality regarding all board deliberations and votes.
  • An obligation to avoid conflicts of interest and disclose any potential conflicts immediately.

Board discussions are privileged and may not be disclosed without formal board authorization.

6. NON-COMPETE & NON-CIRCUMVENTION

Volunteer/Board Member agrees that they will not:

  • Replicate or duplicate proprietary programs, educational formats, event models, or branding strategies.
  • Solicit or redirect sponsors, donors, vendors, or partners for competing ventures.
  • Use knowledge gained through board or volunteer service to create competing organizations, programs, or initiatives.
  • Interfere with organizational relationships or partnerships.

These restrictions survive termination of involvement.

7. INTELLECTUAL PROPERTY

All materials, branding, logos, concepts, educational content, curriculum, event frameworks, designs, systems, product formulations, cloning methodologies, and proprietary processes remain the sole property of the Organizations.

Volunteer/Board Member does not obtain ownership rights by participation, contribution, or service.

Any work created during volunteer or board service becomes the property of the Organizations.

8. SOCIAL MEDIA & PUBLIC REPRESENTATION

Volunteer/Board Member agrees:

  • Not to publicly discuss internal matters.
  • Not to make disparaging statements regarding the Organizations, leadership, sponsors, or partners.
  • Not to represent themselves as speaking on behalf of the Organizations unless expressly authorized.
  • Not to disclose internal conflicts, governance decisions, or financial matters online or in person.

9. RETURN OF MATERIALS & ACCESS

Upon termination of volunteer or board service, Recipient agrees to immediately:

  • Return or destroy all documents and materials.
  • Surrender keys, credentials, access codes, and digital access.
  • Cease representing themselves as affiliated with the Organizations.

10. BREACH & REMEDIES

Volunteer/Board Member acknowledges that breach of this Agreement may cause substantial and irreparable harm.

The Organizations reserve the right to pursue:

  • Immediate removal from board or volunteer position
  • Injunctive relief
  • Monetary damages
  • Recovery of legal fees and costs
  • Revocation of access to facilities and systems

11. TERM

This Agreement remains in effect indefinitely and survives termination of volunteer or board service.

12. GOVERNING LAW

This Agreement shall be governed by the laws of the Commonwealth of Virginia.

13. ENTIRE AGREEMENT

This document represents the entire understanding regarding confidentiality and supersedes any prior verbal or written agreements relating to confidentiality.