LOPSA Policies/Nondisclosure agreements
Policy approved by the Board on 9 January 2006.
Purpose and scope
LOPSA must occasionally deal with proprietary, confidential, and business-sensitive information in order to further its mission. From time to time, LOPSA may need to share such information with volunteers or third parties. To ensure organizational security and member privacy in such cases, LOPSA shall make use of a nondisclosure agreement.
This policy shall pertain to all cases when LOPSA or its agents extend a nondisclosure agreement to another party. This policy does not pertain to cases in which LOPSA may enter into a nondisclosure agreement extended by another party.
LOPSA shall adopt a standard form of nondisclosure agreement (the NDA) and shall make it available to Directors, staff, and others authorized to obtain an NDA. Deviations from the standard form shall not be allowed without Board approval, except to limit the scope of information to be disclosed.
Any Director, the Executive Director, or other person authorized by the Board to obtain NDA's (agent for the purpose of this policy), may, in furtherance of his or her duties, obtain an NDA from a third party prior to disclosing sensitive information. In such circumstances, the NDA shall be filed with the LOPSA office, and the agent shall inform the Board about the agreement and the intended use of the agreement.
All NDA's obtained shall be filed with the LOPSA office. A list of NDA's obtained shall be maintained by the Executive Director, and that list shall be made available to all officers on request. Any agent may inquire as to whether the office has received an NDA the agent has obtained, or whether someone to whom the agent wishes to extend an NDA has one already on file.
Individuals shall be required to agree to the NDA before beginning work for LOPSA in the following capacities:
- Members of the Board of Directors;
- The Executive Director and other board-level staff;
- Any agent authorized by the Board to extend NDA's to others; and
- Volunteer board-level staff.
Individuals, including staff, contractors, and volunteers, shall be required to agree to the NDA prior to gaining access to or receiving sensitive information, including:
- The member roster or other non-public information LOPSA may maintain about members;
- Unpublished financial records held by the organization;
- Business-sensitive information about negotiations not yet publicly announced;
- Information relating to organizational elections in progress, such as running vote counts or elections software;
- Unannounced details of forthcoming products, services, marketing campaigns, or communications;
- Any information which the Board or any Board member has marked as sensitive or only for dissemination under NDA;
- Superuser or administrative access to computers, databases, or software systems which enable access to any of the above.
Disclosure to professionals
The President, Executive Director, or Board may share sensitive information with a professional hired or under contract to the organization who is bound to confidentiality by law or by the ethics of his or her profession (for example, lawyers, accountants, or auditors). In such cases, agreement to the NDA may be waived, but such waiver shall be communicated to the Board and to anyone else subject to the NDA who may work with such a professional. Such waiver shall only be used for those in a professional relationship with LOPSA; in no case shall a volunteer, whatever his or her capacity or profession, be given sensitive information without agreeing to the NDA.