Non-Disclosure Agreement

This Non-Disclosure Agreement (“Agreement”) is made between the National Stuttering Association (“NSA”) and NSA Chapter Leader or Regional Chapter Coordinator (“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 may be exposed to Confidential Information (as defined below). This Agreement aims to prevent unauthorized disclosure of Confidential Information and to ensure that actual or apparent conflicts of interest do not compromise the decision-making processes of NSA CL/RCC.

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

1. Confidential Information

“Confidential Information” includes 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, forecasts, other proprietary information, and any know-how disclosed by the NSA to the undersigned, including any third-party confidential information. This applies whether the information was disclosed intentionally or unintentionally, verbally or in writing, and even if the exposure occurred prior to the Effective Date.

Confidential Information does not include information that is:

• Readily available to the public in the same or an equally usable form as that maintained by NSA;

• Lawfully received by the undersigned from an independent third party without restriction or obligation of confidentiality; or

• Independently developed without access to or knowledge or use of the Confidential Information.

2. Non-Disclosure

Without 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 NSA’s request, the undersigned shall immediately return all original materials provided by 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 the first occurrence of either:
(a) NSA sends the undersigned written notice releasing them 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
(iii) 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 their attorney and use the trade secret information in the court proceeding if they:
(i) File any document containing the trade secret under seal; and
(ii) Do not disclose the trade secret, except pursuant to a court order.

6. General Provisions
 

Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted to best effect the intent of the parties.

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.

Amendment: This Agreement may not be amended except in a writing signed by both parties.

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.

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 consents to the jurisdiction of the federal or state courts located within San Francisco, California, for the resolution of any disputes arising out of this Agreement.

Injunctive Relief: Each party recognizes that the unauthorized use or disclosure of Confidential Information may cause irreparable injury and acknowledges that remedies other than injunctive relief may not be adequate. NSA has the right to equitable and injunctive relief to prevent unauthorized use or disclosure of its Confidential Information, in addition to other damages or relief as appropriate.

Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.