Please carefully read below and fill in your full name if you agree to the terms:
THIS AGREEMENT governs the disclosure of information by and between the University of Maine Student Government, Inc. (the “Discloser”, also referred to as UMSG), and any paid staff or volunteers of University of Maine Student Government Inc. as the e-signed “Recipient” as of the signed date below.
1. Definition of Confidential Information - As used herein, “Confidential Information” shall mean any and all information related to UMSG and its Division of Student Entertainment provided to the Recipient and expressed to be confidential or that which the Recipient should reasonably know should remain confidential, including but not limited to (a) active and past bids, (b) current marketing campaigns or artist identities before the official announcement, (c) business and contractual relationship information such as the details of Artist riders, (d) the details of incidents at Student Government events that may give rise to a lawsuit.
This agreement also covers the following internal UMSG matters: non-public UMSG employee complaints or discipline; information shared in executive session; policy proposals marked confidential; student feedback intended by that student to remain confidential; and any other information that a reasonably prudent employee or officer would presume would damage the legal standing of UMSG in any potential or pending case as permitted by Maine law.
2. Identification of Confidential Information - If the Confidential Information is embodied in tangible material such as papers or presentations it shall be labeled as “Confidential” or bear a similar notation. If the Confidential Information is disclosed verbally or visually, it shall be identified as such at the time of disclosure.
3. Exceptions to Confidential Information - The Recipient’s obligations under this Agreement with respect to that specific portion of the Disclosing party’s Confidential Information shall be limited to the extent the receiving party to whom Confidential Information was disclosed can prove that:
(a) the information was publicly known at the time it was communicated to the Recipient by the other party;
(b) it entered the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient;
(c) it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the other party;
(d) the communication was in response to a valid court order, was required by law, or was needed to establish the rights of either party to this Agreement; or
(e) it was not identified as Confidential Information in accordance with Section 2, unless it would be clear from the content that disclosing the information would violate a fiduciary duty to UMSG;
Exceptions a-e in Section 3 do not relieve Recipient of the obligation to seek written permission from the UMSG OFFICER OR EMPLOYEE or designee before publicly confirming the authenticity of disclosed Confidential Information if said information had not already been publicly confirmed by an officer of UMSG, or by a lawful public release of information by a court of law.
4. Handling of Confidential Information - The Recipient agrees that at all times during the term of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the Disclosing party, except as approved in writing by the designated UMSG OFFICER OR EMPLOYEE, and will use the Confidential Information for any purpose not approved by the designated UMSG OFFICER OR EMPLOYEE. Terms related to sensitive financial or litigation related confidential information are intended to survive the termination of this agreement.
5. Confidentiality Agreement Term and Termination - This Agreement shall terminate two (2) years after the signed Effective Date, or as long as the Receiving Party is associated with UMSG, whichever is later, except as to financial terms and potential claims or liability, which shall terminate after six (6) years.
6. Confidentiality Agreement Warranties - Each party represents and warrants to the other party that (i) they have the requisite authority to enter into and perform this Agreement, and (ii) their execution and performance under this Agreement, including disclosure of Confidential Information to the Recipient, will not result in a breach of any obligation to any third party or infringe or otherwise violate any third party’s rights.
7. Equitable Remedies - Recipient acknowledges that Recipient’s breach of this Agreement may cause irreparable harm to Discloser for which Discloser is entitled to seek injunctive or other equitable relief as well as monetary damages.
8. Confidentiality Agreement Miscellaneous - Neither party shall transfer or assign this Agreement to any other person or entity, whether by operation of law or otherwise, without the prior written consent of the other. Any such attempted assignment shall be void and of no effect. This Agreement shall be governed by, enforced under, and construed and interpreted in accordance with, the laws of Maine without reference to conflict of laws principles. Each party consents to venue and personal jurisdiction in Bangor, Maine. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of the applicable law. The Agreement is the complete and exclusive agreement regarding the disclosure of Confidential Information between the parties and replaces any prior oral and written communications between the parties regarding Confidential Information. Once executed, any reproduction of this Agreement made by reliable means shall be considered an original. IN WITNESS WHEREOF, the parties hereto have caused this Confidentiality Agreement to be executed as of the Effective Date electronically submitted by the Recipient