1. As part of the Duty of a Board Member, the Board Member hereby agrees that they will never disclose any confidential or proprietary information of FOLMC, or its subsidiaries or affiliates, to any person, firm, corporation, or other entity (other than to appropriate persons in the FOLMC organization), or use any such confidential or proprietary information for their own purpose or for the benefit of any other person, firm, corporation or other entity except FOLMC.
2. For the purpose of this Agreement, the term “confidential or proprietary information” shall mean all information about or relating to FOLMC or any subsidiary or affiliate of FOLMC which:
a) relates to specific matters such as member information, employee information, government contracts, inventory information, member lists, existing or potential members, board policies and procedures, board meeting discussions, intellectual property, bidding, pricing and credit techniques or strategies, FOLMC costs, market studies, marketing plans and strategies, financial information, and methods relating to FOLMC business, electronic or paper data, computer software programs, as they may exist from time to time, which Board member may have acquired or obtained by virtue of that position with FOLMC or any of its subsidiaries or affiliates; and
b) is known only to Board member or others in a confidential relationship with FOLMC or any of its subsidiaries or affiliates.
3. Upon resignation or other departure from the Board, Board Member agrees that they will promptly deliver to FOLMC all manuals, keys, policies, customer lists, manuals, letters, notes, notebooks, reports, and copies thereof, as well as any and all other confidential or proprietary information and any and all other materials, supplies, or equipment belonging to FOLMC that they may have in their possession or under their control.
4. Both parties agree that any provision of this Agreement that may at any time be prohibited or unenforceable by law shall be ineffective only to the extent and for the duration of such prohibition, and such un-enforceability shall not invalidate the remaining provisions of this Agreement.
5. All notices, requests, demands and other communications will be in writing and will be deemed to have been duly given if delivered or mailed, first class postage prepaid to the address listed in this form.
6. This Agreement shall be binding upon FOLMC, its successors and assigns, and upon Board Member and her/his heirs, administrators, representatives, executors, successors, and assigns.
7. Board member agrees that s/he will promptly offer his or her resignation, but no later than three (3) days, after notification by the Board that their actions have violated the provisions of this agreement.