MEMORANDUM OF UNDERSTANDING
    NON-DISCLOSURE & NON-CIRCUMVENTION AGREEMENT

    This Agreement is entered into by and between IH RISE, a nonprofit collaborative platform with offices in Illinois, USA (referred to herein as “IH RISE” or the “Disclosing Party”), and the individual or entity electronically signing this Agreement (referred to herein as the “Advisor” or the “Receiving Party”). IH RISE and the Advisor may each be referred to as a “Party” and collectively as the “Parties.”

    1. PURPOSE

    The Parties are engaging in collaborative work toward advancing the mission of IH RISE, including but not limited to infrastructure development, grant applications, workforce innovation, cooperative development, public-private partnerships, and strategic planning.

    In the course of such collaboration, each Party may disclose to the other certain confidential, proprietary, or sensitive information in verbal, written, or electronic form. This Agreement sets forth the mutual understanding regarding confidentiality, non-circumvention, intellectual property protections, and access rights related to IH RISE’s strategic initiatives and shared backend resources.

    2. DEFINITION OF CONFIDENTIAL INFORMATION

    “Confidential Information” means any and all information provided or disclosed by either Party that is designated as confidential or which, under the circumstances, ought reasonably to be treated as confidential, including but not limited to:

    • Strategic plans, business models, or funding roadmaps
    • Grant applications, templates, or internal funding strategies
    • Site maps, infrastructure details, and partnership documents
    • Contact lists, phone trees, research notes, or org charts
    • Access to IH RISE’s secure backend portal and committee materials

    Exceptions: Confidential Information does not include information that:

    • Is publicly known without breach of this agreement;
    • Was rightfully in the recipient’s possession without restriction;
    • Is independently developed without use of IH RISE data or relationships;
    • Is lawfully received from a third party; or
    • Is required to be disclosed by court or law (with advance notice).

    These exclusions apply only if the information was not obtained through IH RISE-related activities.

    3. NON-DISCLOSURE & USE LIMITATIONS

    The Receiving Party agrees to:

    • Keep all Confidential Information strictly confidential.
    • Use such information solely for the purpose of fulfilling their advisory or committee role with IH RISE.
    • Not copy, distribute, publish, or share any part of the confidential information without written consent.
    • Take reasonable steps to safeguard such information, especially access to IH RISE’s backend portal.

    Use such information solely for their advisory or committee role with IH RISE and not for any personal or competitive advantage. This obligation survives termination of this agreement for a period of five (5) years from the date of last disclosure.

    4. NON-CIRCUMVENTION CLAUSE

    The Advisor agrees not to use their role, access, or relationships gained through IH RISE to:

    • Pursue independent or competing grant applications based on IH RISE models or introductions;
    • Solicit or partner with IH RISE’s institutional, government, or private-sector partners in ways that bypass IH RISE;
    • Establish a substantially similar initiative using IH RISE intellectual property, stakeholder relationships, or strategic documents.

    This clause is not intended to restrict existing relationships or independent professional activities, provided they do not conflict with or undermine IH RISE’s work or interests. This non-circumvention obligation shall remain in effect for three (3) years following termination of this Agreement.

    5. UNIVERSITY & THIRD-PARTY INTELLECTUAL PROPERTY

    IH RISE recognizes that certain collaborators, including university professionals and public-sector officials, may be subject to IP policies governed by their institutions. Nothing in this agreement shall:

    • Prevent such parties from retaining ownership of their own pre-existing intellectual property;
    • Interfere with institutional obligations around disclosure, publication, or authorship.

    However, all contributions made specifically to IH RISE committees, grant drafts, and backend deliverables will be treated as contributed work-for-purpose belonging to IH RISE, unless otherwise agreed in writing.

    6. REPRESENTATION, PUBLIC STATEMENTS, AND ORGANIZATIONAL BOUNDARIES

    Advisors are encouraged to acknowledge their involvement with IH RISE and may state that they are members of the Advisory Board or relevant committees. This includes references in professional bios, academic affiliations, or social media, so long as such statements are accurate, respectful, and aligned with IH RISE’s mission and values.

    To protect the organization’s integrity:

    • Advisors may not speak on behalf of IH RISE, make commitments, or represent the organization’s positions in any public, official, or funding-related setting without prior written approval from IH RISE leadership.
    • Use of the IH RISE name, logo, or brand in media, proposals, promotional materials, or third-party communications must be pre-approved in writing.
    • Advisors do not hold decision-making authority, equity, or ownership in any IH RISE programs, affiliated entities, or initiatives—including but not limited to the IH RISE Cooperative, incubator projects, grant-funded programs, or public-private partnerships—unless explicitly granted by a separate, formal agreement.

    The role of the Advisor is to:

    • Support IH RISE’s mission through strategic guidance and committee participation, including collaborative grant development;
    • Serve as a non-binding, advisory contributor to help advance shared goals;
    • Respect the legal, brand, and operational boundaries of the nonprofit structure.

    Advisors are key collaborators in shaping IH RISE initiatives and may be invited to participate more formally in select projects. However, participation does not imply ownership or control unless specifically granted. Actions that misrepresent IH RISE, commit resources without authorization, or imply ownership of IH RISE initiatives may result in immediate removal and potential legal action.

    7. COLLABORATIVE DEVELOPMENT & ENGAGEMENT CLAUSE

    IH RISE is structured as a nonprofit backbone organization supporting public-private collaboration, incubator-style development, and regional economic advancement. In this spirit, IH RISE welcomes entrepreneurial contributions and collaborative ventures from Advisory Board members, committee participants, and strategic partners.

    Advisors are encouraged to explore venture concepts or pilot initiatives inspired by IH RISE participation, provided such developments are transparently communicated and reasonably coordinated with IH RISE leadership when they arise from shared efforts, data, or relationships.

    If an Advisor takes on a defined role in developing or executing a grant-funded initiative or affiliated business venture, any compensation, responsibilities, or continuing involvement shall be addressed separately through a mutually agreed-upon written agreement.

    To preserve the integrity of this collaborative model and recognize the foundational contributions of IH RISE’s leadership and founding team:

    • Any new business, pilot project, funding initiative, or public-private partnership that emerges from IH RISE engagement shall be developed in coordination with IH RISE leadership, unless otherwise agreed in writing.
    • Advisors and participants may not use IH RISE’s platforms, relationships, or intellectual materials to create competing or parallel initiatives that exclude IH RISE, its founders, or its leadership team, unless such efforts are formally disengaged and mutually agreed upon in writing.

    This clause is not intended to restrict open collaboration or professional advancement. Rather, it ensures continuity, trust, and shared benefit in the development of IH RISE-affiliated ventures, partnerships, and initiatives.

    8. PORTAL ACCESS & DATA PROTECTION

    Access to IH RISE’s secure backend portal may include internal calendars, information about strategic partners, personal information such as phone trees, site plans, research data, draft grant language, reports, draft content, committee documents, and other sensitive information. Such access is granted only upon execution of this Agreement and may be revoked at any time.

    All materials downloaded, saved, or shared must be kept confidential. Unauthorized use or redistribution is strictly prohibited. If Advisors contribute to decks, research, videos, or events, clarify that the resulting content belongs to IH RISE.

    9. TERM AND TERMINATION

    This agreement is effective upon signing and shall remain in force unless terminated by either party with 30 days’ written notice. IH RISE may revoke access or participation rights at any time. Confidentiality and non-circumvention obligations will survive termination as outlined in Sections 3 and 4.

    10. GOVERNING LAW & REMEDIES

    This Agreement shall be governed by the laws of the State of Illinois. Any breach may entitle the Disclosing Party to injunctive relief, equitable remedies, or damages. Jurisdiction shall lie in the courts of Cook County, Illinois.

    11. ENTIRE AGREEMENT

    This document constitutes the entire agreement between the parties regarding confidentiality, use of proprietary information, and non-circumvention. No oral or other written statements not expressly included herein shall be binding.

    IN WITNESS WHEREOF, the Receiving Party acknowledges and agrees to the terms set forth herein by providing their electronic signature below.

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