Confidentiality and Nondisclosure Agreement Form

American Society for Metabolic & Bariatric Surgery

Confidentiality & Nondisclosure Agreement

1. During the course of the undersigned’s service to or on behalf of ASMBS, it is anticipated that the undersigned will or may obtain information, both verbally and in writing, concerning the Society’s members, applicants for membership, and applicants to various ASMBS certification programs, including, without limitation, the identity of members or applicants, members’ or applicants’ addresses, information concerning members’ or applicants’ business operations, and information and data regarding members’ or applicants’ patients, services, staffing, finances, surgical procedures, physical plant and equipment, surgical complications, surgical outcomes and other information. In addition, it is anticipated that the undersigned will or may also obtain information concerning ASMBS’s investigation and evaluation of applicants for membership or certification, ASMBS’s methodologies for collecting, analyzing and evaluating applicant data and information, intellectual property utilized or developed by ASMBS, ASMBS’s determinations of applicants’ eligibility for membership or certification, ASMBS finances, and other information related to ASMBS’s mission. All of the foregoing information, in whole or in part, together with any analyses, compilations, reports, programs, proposals, studies or any other documentation prepared by ASMBS or submitted by or prepared by a member or applicant which contains or otherwise reflects or makes reference to such information, is referred to as “Confidential Information”.
   
2. In addition to the foregoing, “Confidential Information” shall also include all analyses, compilations, methodologies, publications, presentations, reports, articles, abstracts, studies or programs, including electronic versions, disclosed or otherwise made available to the undersigned or developed by the undersigned, alone or with others, during the course of performance of the undersigned’s services to or on behalf of ASMBS or relating to the undersigned’s duties to or on behalf of ASMBS.
   
3. The term “Trade Secrets”, for purposes of this Agreement, shall mean any and all Confidential Information that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use.
   
4. The term “Confidential Information” shall not include information which (A) is or becomes generally available to or known by the public other than as a result of an unauthorized disclosure by the undersigned; (B) is independently known to or developed by the undersigned without violating the terms of this Agreement and without use of or reference to otherwise Confidential Information; and (C) is lawfully received or obtained by the undersigned from a third party who did not obtain the information in violation of this Agreement or any other confidentiality obligation.
5. The undersigned understands and acknowledges that all Confidential Information and Trade Secrets are received or developed by the undersigned and are disclosed to the undersigned in strictest confidence. The undersigned agrees that during the period of the undersigned’s service to or on behalf of ASMBS and thereafter the undersigned will not directly or indirectly, except as required by the normal business of ASMBS or as is expressly consented to in writing by ASMBS: (A) disclose, publish, or make available, other than to an authorized employee, agent, officer or director of ASMBS, any Confidential Information or Trade Secrets; (B) sell, transfer, use or otherwise exploit any Confidential Information or Trade Secrets; (C) permit the sale, transfer, use or other exploitation of any Confidential Information or Trade Secrets; or (D) retain upon the termination of the undersigned’s service to ASMBS any Confidential Information or Trade Secrets in any format.
   
6. The undersigned agrees that if, at any time, the undersigned becomes aware of any unauthorized disclosure, possession or knowledge of, or access to, any Confidential Information or Trade Secrets, the undersigned shall immediately notify ASMBS. In the event the undersigned directly or indirectly, intentionally or unintentionally, discloses, publishes or makes available to any third party without authorization any Confidential Information or Trade Secrets, the undersigned agrees to provide all reasonable assistance to ASMBS to protect the confidentiality of such Confidential Information or Trade Secrets, and further agrees to take all reasonable steps to prevent the recurrence of such unauthorized access, use, possession or knowledge.
   
7. During the course of the undersigned’s service to ASMBS, the undersigned may from time to time have access to or be provided with confidential information concerning patients of members or applicants for membership or certification. The undersigned acknowledges and agrees that no such confidential patient information will be disclosed by the undersigned to any person at any time without full compliance with all applicable federal, state and local laws and regulations concerning patient privacy and confidentiality including, without limitation, all requirements of the Health Information Portability and Accountability Act of 1996 (“HIPAA”) and applicable regulations, 42 USC §1320d and 45 CFR 160-164.
   
8. This Agreement shall be binding on the undersigned’s heirs, executors, administrators, and agents and shall inure to the benefit of ASMBS and its successors and assigns.
   
9. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.