Community Disclosure Agreement

COMMUNITY DISCLOSURE AGREEMENT

This Community Disclosure Agreement (the Agreement) is made effective as of by and between Community Organization: whose principal address is (Discloser), and Recipient: whose principal address is (Recipient).

WHEREAS

WHEREAS, Discloser operates community programs, events, records and services that include sensitive personal, demographic and programmatic information (the Community Information) related to residents, participants and stakeholders; and

WHEREAS, Recipient has requested access to certain Community Information for the purpose of and Discloser is willing to provide such information subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that disclosure be limited to the minimum information necessary to accomplish the stated purpose and that Recipient protect such information from unauthorized use and disclosure.

SCOPE OF WORK

Recipient shall use the Community Information solely for the purposes described above and shall not use, copy, transmit, aggregate or analyze Community Information for any unrelated commercial purpose without the prior written consent of Discloser.

PAYMENT TERMS

All amounts are payable in U.S. dollars and are exclusive of any taxes, assessments or charges, which shall be the responsibility of the paying party where required by law. Recipient shall pay any undisputed invoice within the time set forth above. Late payments shall bear interest at the rate set forth in the Late Fee field or, if no rate is specified, at 1.5% per month on the outstanding balance until paid. Discloser reserves the right to suspend disclosures for nonpayment.

TERM AND TERMINATION

Term Commencement: . Term Expiration: .

Either party may terminate this Agreement for any reason upon written notice in accordance with the Notice Period. Either party may terminate immediately upon written notice if the other party materially breaches its obligations and fails to cure such breach within fourteen (14) days after receipt of written notice. Termination shall not relieve Recipient of obligations respecting Confidential Information disclosed prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means Community Information and all nonpublic information disclosed by Discloser in any form that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes generally known to the public other than as a result of a breach of this Agreement by Recipient; (b) is lawfully received from a third party without restriction; (c) is independently developed by Recipient without use of Discloser's Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives Discloser prompt written notice and cooperates with Discloser, at Discloser's expense, in any lawful effort to limit or contest such disclosure.

Recipient shall: (i) use Confidential Information solely for the permitted purpose; (ii) restrict access to Confidential Information to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein; (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care; and (iv) promptly notify Discloser of any unauthorized use or disclosure. Upon Discloser's request or upon termination of this Agreement, Recipient shall return or destroy all Confidential Information and certify in writing that such actions have been completed.

The confidentiality obligations under this Agreement shall survive termination for a period of unless a longer period is required by applicable law. Nothing in this Agreement limits either party's right to seek equitable relief, including injunction, to prevent or remedy breaches of confidentiality.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen jurisdiction for the resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other except to a successor in interest to substantially all of its business by merger or sale. Failure or delay to exercise any right shall not constitute a waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

NOTICES

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