ISO Reviewer

College of Performance Management

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Agreement is made effective as of ______between the College of Performance Management, a Virginia-based non-profit professional association (hereinafter referred to as “CPM”) and ______, an active member of CPM (hereinafter referred to in person, or as “The Volunteer”).

WHEREAS, CPM desires to disclose to The Volunteer on a confidential basis certain information under copy right to International Organization for Standardization (ISO), for the sole purpose of reviewing the document(s) on behalf of CPM to assist in developing the CPM ISO Liaison comments to the Committee Draft version of the ISO Standards under development for Work Breakdown Structure and/or Earned Value Management under leadership of Technical Committee 258 (TC258); and

WHEREAS, The Volunteer is willing to receive such information from CPM subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, and other good and valuable consideration, CPM and The Volunteer agree as follows:

As material consideration for association with College of Performance Management (“CPM”), and that having already received, or due to receive in connection with my service to CPM as The Volunteer, I enter into this Confidentiality and Non-Disclosure Agreement (the "Agreement"), and represent to and agree with CPM as follows:

CONFIDENTIALITY

1.1 Confidential Information. I recognize that CPM now possesses or will possess information of a confidential or secret nature in both written and unwritten form that is considered Intellectual Property that is owned by either ISO or CPM and subject to federal copyright laws. The unique commercial value of the body of work of the ISO’s Committee Draft (CD) documents is the business in which ISO is engaged and the unique commercial value of the body of work of comments received from the Volunteers for discussion and agreement by CPM to form the basis of the CPM Comments on those Committee Drafts is the business in which CPM is engaged (hereinafter referred to as "Confidential Information"). For purposes of this Agreement, Confidential Information includes, but is not limited to, trade secrets, processes, methods, computer programs or databases, data, know-how, inventions, improvements, techniques, services, marketing plans, product plans, strategies, forecasts, and customer or vendor lists, whether belonging to CPM or to any of its partners, customers, clients, vendors, or suppliers. I understand that my membership/affiliation with CPM’s ISO Review activity creates a relationship of trust and confidence between me and CPM with respect to the Confidential Information that I may learn or develop as a result of my membership/affiliation with the CPM ISO Review activity. I agree that, if I have inadvertently taken anything belonging to ISO or CPM without prior written permission from CPM, then, upon discovering or being informed regarding such inadvertent taking, I will immediately return whatever was taken and not thereafter retain any copies, information, or other property of ISO or CPM. Furthermore, reproduction of ISO’s or CPM’s intellectual property is strictly prohibited.

1.2 Ownership and Assignment. I agree that all Confidential Information is the sole property of ISO or CPM and their assigns. I will promptly disclose all Confidential Information to CPM upon request, and I assign to CPM any rights that I may have, or that I may acquire, in any Confidential Information.

1.3 Obligation Not to Disclose. At all times, both while I am Volunteer with the CPM ISO Review activity, and after non-membership of the CPM for any reason, I will keep in strict confidence all Confidential Information and I will not use or disclose any Confidential Information or anything relating to it in whole or in part, nor permit others to use or disclose it in any way, without the prior written consent of CPM, except as may be necessary in the ordinary course of performing my duties as a Volunteer on the ISO Review activity or as a member of CPM.

1.4 Confidential Materials. Except when required in the ordinary course of my involvement as an ISO Review activity Volunteer, or in the course of my CPM membership, I agree not to copy, reproduce, replicate or distribute any Confidential Information from CPM without written permission from an authorized agent of CPM, which permission will specify the resource, time period, and purpose.

IPPM Personal Non-disclosure and Confidentiality Agreement 1

1.5 Obligations upon Termination of Membership. Upon termination of membership with CPM for any reason, I will promptly deliver to CPM all materials, documents, data, equipment, and other physical property of any nature containing or pertaining to any Confidential Information, and I will not take with me from CPM’s premises any such material or equipment or any reproduction thereof.

2. CONFLICTS

2.1 Prior Agreements. I represent that, to the best of my knowledge, my performance of all the terms of this Agreement and my work as a member of CPM does not breach any oral or written agreement that I have made to keep in confidence proprietary information acquired by me prior to my membership with CPM.

2.2 Other Agreements and Activities. While I am a member of the CPM, I will not enter into any oral or written agreement that conflicts with my obligations under this Agreement or with the performance of my service as a Volunteer supporting CPM’s ISO Review activity.

3. MISCELLANEOUS

3.1 Injunctive Relief. I understand that my breach of this Agreement may cause CPM irreparable harm that may not be adequately compensated by money damages. Accordingly, in the event of a breach or threatened breach by me of this Agreement, CPM shall be entitled to an injunction restraining such breach or threatened breach, in addition to any other remedy provided at law or in equity, including the recovery of money damages, all of which remedies shall be cumulative and not exclusive.

3.2 Attorneys' Fees. Any party to this Agreement who breaches this Agreement agrees to pay all attorneys' fees and costs of the other party that may arise out of or incident to the enforcement by the non-breaching party of the breaching party's breach of the terms or provisions of this Agreement, whether or not a lawsuit is ever filed.

3.3 Successors and Assigns. This Agreement is binding upon me, my heirs, executors, administrators, and assigns and will inure to the benefit of CPM, its successors, and assigns.

3.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be void or unenforceable for any reason, then the remaining provisions of this Agreement shall nevertheless continue in full force and effect.

3.5 Entire Agreement. This Agreement constitutes the entire agreement between CPM and me with respect to the subject matters covered by it and supersedes all prior oral or written agreements between CPM and me relating to such matters.

3.5 Modifications. This Agreement may not be modified or amended except by a written agreement that refers to this Agreement and is signed both by CPM and by me.

3.6 Governing Law, Jurisdiction and Venue. This Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth of Virginia, in the United States of America.

3.7 Personal Use of CPM Property. I agree that I will not take or use trade secrets, processes, methods, computer programs or databases, data, know-how, inventions, improvements, techniques, services, marketing plans, product plans, strategies, forecasts, and customer or vendor lists, whether belonging to ISO or CPM or to any of its partners, clients, vendors, or suppliers or any other property belonging to ISO or CPM.

Member / Volunteer College of Performance Management

By: ______

(Member's Signature) (Signature of Authorized Representative)

Name: Name: ______

(please print) (please print)

Dated: Dated: ______

Title: ______

ISO REVIEWER Personal Non-disclosure and Confidentiality Agreement 3