EXECUTIVE BOARD – MEMBERSHIP Expression

Terms of Membership

The Executive Board (EB) shall be composed of eminent professionals from diverse industries and backgrounds to provide a mix of expertise with the aim of aligning the services industry with the needs of the end user industry.

Although individual members of the EB may be selected because of their role in key organizations, they serve on the EB in their individual capacity to represent the interests and views of their stakeholder’s communities.  Members of the EB shall not delegate their responsibilities without the prior written approval of the EB Manager.

Members of the EB are appointed for a term of twelve (12) months, which may be extended for an additional twelve (12) months. The EB Membership Officer may fill vacancies on the EB at any time.

The contribution of EB Member is on a pro bono basis, in that EB members are not compensated for their time or contributions. Participation in the EB is entirely voluntary, and there will be no adverse consequences to you or your organization if you decide not to participate or to resign at any point in time. You may resign by informing the EB Membership Officer.

 

Antitrust Policy

The EB provides a forum for management executives to exchange knowledge, impart insights and share best practices related to their particular challenges through research studies, meetings designed to complement research, and a private email network. To accomplish these goals, the EB encourages a free and open exchange of ideas on all topics which members deem relevant.

EB members must be sensitive to topics to avoid any violation of antitrust laws. To ensure that members understand and follow applicable antitrust laws, the EB has adopted an Antitrust Policy and Meeting Guidelines and expects members to adhere to the same at all times. EB members will be provided with the Antitrust Policy and Meeting Guidelines prior to joining and the rules will be reviewed once again during the on-boarding process.

The EB’s Antitrust Policy and Meeting Guidelines will be part of the agenda and reviewed at all meetings. Members must not hold informal meetings that have the effect of circumventing the Antitrust Policy and Meeting Guidelines. Should questions arise as to the manner in which the antitrust laws may apply to a member’s activities with the EB, such questions should be directed to the member’s legal counsel.

Antitrust compliance is the responsibility of every member; as such we ask that you keep the Antitrust Policy and Meeting Guidelines in mind when interacting with representatives of competitors, customers, business partners, or others whose business is in some way tied to your own. Some of these rules are particularly important to keep in mind when dealing with your business competitors. Some of them have more general applicability and are important to consider when dealing with any other EB member.

 

Confidentiality & Non-Disclosure

Introduction

Members of the Executive Board may find themselves challenged to find the right balance between transparency and confidentiality. In order to protect the member’s information shared in the meetings and within the member portal, Executive Board shares the guidelines around non-Disclosure which it expects all members to adhere to consciously.

Executive Board requests that member privilege for confidentiality is respected. Please do not share any information that relates to members. Confidentiality is automatic in the case of Member relationships.

MUTUAL NON-DISCLOSURE AGREEMENT TERMS

1. Definition of Confidential Information. For purposes of the membership portal, “Confidential Information” shall include all information or material that is shared either in the form of written or verbal at meetings by Disclosing Member-Guest.
2. Exclusions from Confidential Information. Members receiving the information their obligations under this Agreement do not extend to information that is:

(a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Member. Receiving Member is defined as the member receiving information from being part of the EB. Disclosing Member is defined as the member who is disclosing information to the EB.

(b) discovered or created by the Receiving Member before disclosure by Disclosing Member;

(c) learned by the Receiving Member through legitimate means other than from the Disclosing Member or Disclosing Member’s representatives; or

(d) is disclosed by Receiving Member with Disclosing Member’s prior written approval.

3. Obligations of Receiving Member.Receiving Member shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Member. Receiving Member shall carefully restrict access to Confidential Information to employees, contractors, and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Member shall not, without the prior written approval of Disclosing Member, use for Receiving Member’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Member, any Confidential Information. Receiving Member shall return to Disclosing Member any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Member requests, it in writing.
4. Time Periods.The nondisclosure provisions of this Agreement shall survive for twenty-four months post the relinquishing of the Executive Board Membership and Receiving Member’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Member sends Receiving Member written notice releasing Receiving Member from this Agreement, whichever occurs first.
5. Use Restrictions; Confidentiality Obligations

Receiving Member shall:

(a) use the Confidential Information only for the Purpose of best practice and learnings only;

(b) not disclose the Disclosing Member’s Confidential Information in any manner whatsoever, in whole or in part, unless strictly required otherwise by law, except to the Receiving Member’s Representatives who have a genuine need to know such Confidential Information for the Purpose, provided that the Receiving Member limits any such disclosure to only so much of the Disclosing Member’s Confidential Information as is necessary

(c) unless otherwise prohibited by law, provide the Disclosing Member with prompt written notice of any disclosure which is strictly required by law so that the Disclosing Member may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In any case, the Receiving Member, will furnish only that portion of the Disclosing Member’s Confidential Information which in the opinion of its legal counsel is legally required; and the Receiving Member and, as applicable, will exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information;

(d) protect the Disclosing Member’s Confidential Information in the same manner, it protects the confidentiality of its own information of similar sensitivity, and at all times exercising at least a reasonable degree of care.

6. Integration.This Agreement expresses the complete understanding of the members of the Executive Board with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by the Executive Council of the Executive Board.
7. Waiver.The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

This Agreement and each Member’s obligations shall be binding on the representatives, assigns, and successors of such Member. Each Member has agreed to this Membership term Agreement through its participation in Executive Board Activities.

8. General

8.1 The Receiving Member obtains no proprietary rights of any kind to any of the Disclosing Member’s Confidential Information as a result of disclosure to it under this Agreement. No licenses or rights under any patent, copyright, or trademark are granted or are to be implied by this Agreement. All rights of the Disclosing Member heretofore and hereafter acquired under the patent and copyright laws of United States and all foreign countries are hereby expressly reserved to the Disclosing Member.

8.2 The obligations in this Agreement apply irrespective of the method of disclosure whether in writing, in computer software, orally, online, by demonstration, description, inspection or otherwise.

8.3 The Receiving Member acknowledges that the Disclosing Member’s Confidential Information is a unique and valuable asset of the Disclosing Member and that disclosure or use in breach of this Agreement would result in irreparable injury to the Disclosing Member which could not be remedied by monetary damages. Therefore, the Receiving Member agrees that, in the event of a breach or threatened breach of the terms of this Agreement, the Disclosing Member shall be entitled to an injunction prohibiting any such breach, specific performance and/or any other equitable remedy available to the Disclosing Member. Any such equitable relief shall be in addition to and not in lieu of any other appropriate relief at law to which the disclosing member may be entitled.

8.4 A Member’s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.

8.5 This Agreement is governed by and construed in accordance with the law of United States.

8.6 This Agreement may not be assigned by either Member absent the prior written consent of the other Member. This Agreement shall ensure to the benefit of and be binding upon the member and their respective successors and permitted assigns.

8.7 Each Member confirms that it has had ample opportunity to obtain the legal and other professional advice that such Member deems necessary or desirable with respect to this Agreement. Any rule of construction to the effect that ambiguity be resolved against the drafting Member shall not be applicable in the interpretation of this Agreement.

8.8 This Agreement may not be amended or modified except in writing and executed by both parties. This Agreement constitutes the entire understanding between the members with respect to the subject matter hereof and forms the basis of the member collaboration through Executive Board.

If you have any questions or comments about this Membership Expression Terms, please submit a request to in**@************rd.global