This Non-Disclosure Agreement (the “Agreement”) is made between the National Stuttering Association (the “NSA”) and NSA Chapter Leader or Regional Chapter Coordinator (the “NSA CL/RCC”) and is effective immediately. The Undersigned is performing services for or is involved with the NSA without promise, expectation, or receipt of compensation for services rendered, and in the process may be exposed to Confidential Information (as defined below). The Agreement is intended to prevent the unauthorized disclosure of Confidential Information and to assure that actual or apparent Conflict of Interest does not compromise the decision making processes of NSA CL/RCC.

This policy is intended to supplement, but not replace, any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

1. Confidential Information

“Confidential Information” is proprietary information relating to NSA’s operations and activities, including but not limited to: concepts, data, ideas, methods, techniques, processes, trade secrets, marketing information, best practices, projections, plans, intellectual property, forecast, other proprietary information, and any know-how related thereto disclosed by the NSA to the Undersigned, including any third-party confidential information disclosed by the NSA to the Undersigned, all of the above whether exposed to the Undersigned by the NSA intentionally or not, verbally or in written form, and even if the exposure occurred prior to the Effective Date.

For the purposes of this Agreement, Confidential Information shall not include information that is:

1. readily available to the public in the same or an equally useable form as that maintained by NSA;
2. has been lawfully received by the Undersigned from an independent third party without any restriction and without any obligation of confidentiality; or
3. has been independently developed without access to or knowledge or use of the Confidential Information.

2. Non-Disclosure

Without the NSA’s prior written consent, the Undersigned will not: (a) disclose Confidential Information to any third party; (b) make or permit to be made copies or other reproductions of Confidential Information, or (c) utilize any of the Confidential Information other than in the proper involvement of the Undersigned with the NSA.

3. Return of Confidential Materials

Upon the NSA’s request, the Undersigned shall immediately return all original materials provided by the NSA and any copies, notes or other documents in the Undersigned’s possession pertaining to Confidential Information.

4. Term

This Agreement and the Undersigned’s duty to hold Confidential Information in confidence shall remain in effect until whichever of the following occurs first: (a) the NSA sends the Undersigned written notice releasing it from this Agreement, or (b) Confidential Information disclosed under this Agreement ceases to be confidential.

5. Notice of Immunity from Liability

An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to a court order.

6. General Provisions

1. Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
2. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings.
3. Amendment. This Agreement may not be amended except in a writing signed by both parties.
4. Attorneys’ Fees. If any legal action or proceeding is commenced in connection with any dispute arising under, relating to or otherwise concerning this Agreement, the prevailing party, as determined by the court, shall be entitled to recover its attorneys’ and experts’ fees and all costs and necessary disbursements actually incurred in connection with such action or proceeding.
5. Governing Law and Remedies. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to its principles or rules regarding conflicts of laws. Each party hereby consents to and subsequently waives any objection of, the institution and resolution of any action, or proceeding, of any kind or nature with respect to, or arising out of, this agreement brought by either Party in the federal or state courts located within San Francisco, California.
6. Injunctive Relief. Each Party recognizes that the unauthorized use or disclosure of Confidential Information may give rise to irreparable injury and acknowledges that remedies other than injunctive relief may not be adequate. Accordingly, NSA has the right to equitable and injunctive relief to prevent the unauthorized use or disclosure of its Confidential Information, as well as such damages or other relief as is occasioned by such unauthorized use or disclosure.
7. Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.