Renal Physicians Association 

Confidentiality Agreement* 

It is understood and agreed to that the Renal Physicians Association (the “Discloser”) may provide certain information to its Board of Directors, Committees and Employees pursuant to their respective positions that is intended to be and must be kept confidential.  The Discloser desires to preserve and protect the confidential nature of such information and the Recipient acknowledges that the use or disclosure of such information would cause the Discloser to suffer substantial and irreparable harm. Thus, to ensure the protection of such information, and to preserve its confidentiality, the undersigned Recipient agrees that:

1. “Confidential Information” can be described as and includes:

   Oral, written and digital business information relating to Discloser’s policies, programs and services; membership information; strategic plans; financial information; marketing information, proprietary ideas; vendors; current or future business plans and models; internal documents; board and committee meetings agendas, minutes and supportive information; email communications; investment information; cost and expense data; trade secrets; patient and customer data; employee information and employment arrangements and policies; employee benefits; and contracts; regardless of whether such information is designated as “Confidential Information” at the time of it disclosure.

2. Recipient hereby undertakes and agrees to retain in strict confidence, any and all of the Confidential Information transmitted to it by the Discloser and the existence of or content of any discussions concerning Confidential Information between the parties. Recipient further agrees not to use any Confidential Information for his/her own benefit.
   
   
3. The obligations of the Recipient set forth in the preceding paragraph shall not apply to information which: (a) the Recipient had in his or her possession, through lawful means and not obtained in violation of any contractual obligation, prior to receipt from the Discloser; or (b) is at the time of disclosure or becomes, through no fault of the Recipient, publicly known; or (c) was furnished to the Recipient by a third party without breach of a duty to the Discloser; or (d) was independently developed by the Recipient without use of Confidential Information of the Discloser; or (e) the Recipient is required by law or by order of a court or governmental agency to disclose, so long as the Recipient, if legally permissible, notifies the Discloser in writing of the requirement to disclose prior to such disclosure in order to allow the Discloser an opportunity to seek an appropriate protective order or other means to protect the confidentiality of such Confidential Information.
   
   
4. Upon termination of his/her Board of Directors term, Committee services or employment, each Recipient shall, upon request of the RPA, return forthwith to the other party or destroy all of the Confidential Information and provide at the request of Discloser written assurances that the Confidential Information has been destroyed within fifteen (15) days of such written request. The return or destruction of the Confidential Information shall not relieve any party of any of its obligations of confidentiality with respect to the Confidential Information.
   
   
5. Recipient hereby agrees that any Confidential Information disclosed to it by the Discloser prior to the date hereof, shall be subject to the terms of this Confidentiality Agreement.
   
   
6. The term of this Agreement is five (5) years from the date first set forth above and shall automatically renew from year to year thereafter unless either party gives the other thirty (30) days advance written notice of termination prior to the date of renewal.  However, the obligations of the parties under this Agreement with respect to Confidential Information that constitutes a trade secret under the Uniform Trade Secrets Act (or other similar applicable law) shall run for as long as such information remains a trade secret, and the obligations of the parties under this Agreement with respect to Confidential Information that is not covered under the Uniform Trade Secrets Act (or other similar applicable law) shall run while this Agreement remains in effect and for five (5) years thereafter (or such lesser term as might be required by applicable law). The geographic area covered by this Agreement shall be the United States.
   
   
7. Any Board member or Committee member who has been determined to have violated the RPA’s Policy on Confidentiality, which determination shall be made by a majority vote of disinterested Directors, shall resign from his or her volunteer duties.  Each Employee determined to have violated the RPA’s Policy or Confidentiality shall be subject to termination, which determination shall be adjudicated by the Executive Director who has the sole authority to administer all Association personnel matters.
   
   
8. Neither this Agreement nor any rights herein shall be assigned, sublicensed or in any other manner transferred to any other person or entity without prior written consent of all parties.
   
   
9. Any waiver by a party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.
   
   
10. In the event of any breach or threatened breach of this Confidentiality Agreement by the Recipient, as determined by the Board of Directors, in addition to any other remedies at law or in equity, RPA shall be entitled to equitable relief including injunctive relief and specific performance. The parties hereto further agree that any action or suit to enforce this Agreement may be brought against them in any federal or state court of competent jurisdiction in the State of Illinois.
    
    
11. Each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
    
    
12. This Agreement states the entire agreement between the parties concerning the disclosure of Confidential Information.  Any addition or modification to this Agreement must be made in writing and signed by parties. This Agreement shall be binding on the parties hereto and their respective successors, heirs and assigns.
    
    
13. Although this Agreement may be signed by the Recipient prior to signature by Discloser, the obligations herein will become effective upon the Recipient signing a copy of the Agreement, even if the Discloser does not also sign.
    
    
14. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the agreement when a duly authorized representative of each party has signed the counterpart.

*Approved by RPA Board of Directors June 22, 2019