This Confidentiality Agreement (“Agreement”) ​is entered into by and between Alzheimer’s Disease and Related Disorders Association, Inc. d/b/a Alzheimer’s Association® (the “Association​”) and You as a staff member, board member or Chapter representative are considered an authorized user of the CRM (“Recipient”​or “You​”) after agreeing to the terms and conditions of use and this Agreement. In connection with the mission of the Association and its Chapters, the Recipient will come into contact with highly confidential and proprietary information of the Association and its Chapters. You as a user of the CRM and Recipient of highly confidential and proprietary information will be held accountable for any violation of this Agreement. The parties agree that Recipient shall keep this information confidential and use it only for the mission and business of the Association in accordance with the following terms:


Confidential Information”​ means all information contained in the CRM disclosed by or on behalf of the Association or its affiliates regarding the CRM, except information (a) generally available to the trade or public at the time of disclosure, or (b) already in Recipient’s lawful possession, and not subject to an existing confidentiality agreement between the parties or in breach of any other agreement, or (c) independently developed by the Recipient as evidenced by its written records. Confidential Information includes, but is not limited to, all information contained in the CRM, donor records, financial information, program service information, constituent demographics, and personal information such as relationships, addresses, emails and other contact or personal information to the Association or the donor/constituent, information on the Association’s actual and proposed business, finances, budgets, operations, legal matters; proprietary research; and the Association’s existing or potential customers, employees, vendors, suppliers, constituents or donors. You, as a Recipient of Confidential Information, may not:
● Make the Confidential Information public, or provide it to others who may make it public
● Disclose the Confidential Information
● Use the Confidential Information for any commercial purposes, pecuniary purposes, securities trading, securities recommendations and/or securities analysis.
● Use the Confidential Information except for Association business within the responsibilities and scope of Recipient’s duties for the Association®
● Discuss confidential constituent information or situations with anyone outside the Association without the constituents’ express permission. (Exceptions include court orders as well as mandatory reporting in cases where there is an imminent risk of harm to self or others.)
● Discuss confidential constituent information or situations with anyone within the Association unless there is a business or clinical reason to do so. If so, you may consult with a colleague or supervisor in a way that preserves the confidentiality of the constituent.

Should You violate this Agreement, You acknowledge that You will be held accountable for such actions.

Term​. The term of this Agreement shall commence on the date that You sign this Agreement in person or on the date that You affirm or click that You accept the Agreement after being provided the opportunity to review the full Agreement form and shall terminate seven (7) years from the date that You cease to have access to the CRM. Either party may earlier terminate this Agreement by giving written notice thereof to the other party.

Reasonable Restrictions​. The Recipient acknowledges and agrees that the covenants and restrictions contained in this Agreement are reasonable in scope, area and duration and are necessary to protect the Association’s highly confidential and proprietary information, trade secrets, and near permanent, permanent and/or long­standing relationships with its employees, constituents and donors. If a court of competent jurisdiction determines that any restriction in this Agreement is overbroad or unreasonable under the circumstances, such restriction shall be modified to the maximum reasonable restriction allowed by law.

Representations​. The Recipient represents that he/she has full legal power and authority to enter into this Agreement and to perform this Agreement. The Recipient acknowledges that the Association makes no representation or warranty as to the accuracy or completeness of the Confidential Information or any component thereof.

General​. This Agreement may not be modified, changed or discharged, except by a written agreement signed by Recipient and the Association. All Confidential Information shall remain the property of the Association, and nothing herein shall be construed as a license to make, use, copy, sell or distribute any inventions, ideas, trade secrets, trademarks, copyrightable works, or other intellectual property of the Association, whether or not disclosed hereunder. The parties agree that the Association will be damaged if Confidential Information is disclosed and that the damages may be difficult to ascertain. In which case the Association will be entitled to apply and obtain injunctive relief in the courts holding jurisdiction in Cook County, Illinois in addition to all other remedies available to the Association. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

Certification of Recipient​: I have read and understood the conditions outlined in this CRM Access and Use Confidentiality Agreement.