Confidentiality

Because of the nature of this organization we must enforce a confidentiality agreement.  We ask all members to read below the excerpts from the constitution and bylaws outlining confidentiality and the confidentiality agreement.  All members will be required to sign this agreement before all meetings and most events.

Constitution

Article VII: Policies and Reinforcements

Section II: All members shall adhere to the Queens Honor Code as it relates to the club and its activities. Included in this code is the “Las Vegas Policy,” which states that what happens in meetings may not be shared with anyone outside the club. Because SAFE acts as a support group, confidentiality is expected from all participants. Anyone who is found to have shared information without the permission of the specific member or the club as a whole will be asked to leave.

Bylaws

6.Video and voice recording devices are not permitted at any club activities for any reason.

Flash photography is permitted, but no photos may be posted in any form or transmitted in any way (including, but not limited to, text message, social networking sites such as twitter, Facebook, or tumblr, email, or printed sources).  Photographs may be posted by the club

secretary/treasurer on the SAFE at Queens profile page with the permission of everyone who appears in the photograph.  If anyone has a picture they wish to post that may email the pictures to safeatqueens@aol.com so that they may be posted properly.  Nobody will be tagged in any photos on Facebook.  If you wish to be tagged in a photo you may tag yourself in any photos that you appear in.  However, nobody is permitted to tag anyone except themselves, with or without the permission of the person they are tagging.  Every club member must sign a form once per school year authorizing the use of their photos by the club on the Facebook profile.  A member may opt out of authorizing the use of their photos simply by marking on the photograph waiver that they do not wish to authorize the use of their photos.  If any member wishes to change their authorization form during the school year they may notify a member of the Executive Board who will provide them with the proper form.  If any member of the club is found to have violated this policy they may receive one warning before being asked to leave the group.  Violation of this policy is a violation of our confidentiality agreement.

Confidentiality Agreement

It is understood and agreed to that the Discloser and the Recipient would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:

1. The confidential information to be disclosed by Discloser under this Agreement (”Confidential Information”) can be described as and includes:

Technical and business information relating to Discloser’s proprietary ideas, patentable ideas copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

In addition to the above, Confidential Information shall also include, and the Recipient shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed by Discloser in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by Discloser in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered to Recipient within thirty (30) days of the disclosure.

2. Recipient shall use the Confidential Information only for the purpose of evaluating potential business and investment relationships with Discloser.

3. Recipient shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of Discloser. Recipient shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.

4. This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, Discloser; or (e) is independently developed by Recipient.

5. Discloser warrants that he/she has the right to make the disclosures under this Agreement.

6. This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

7. Neither party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other party. Discloser may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.

8. Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this Agreement.

9. If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that Discloser shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement.

10. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both parties.




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