NAF Confidentiality Agreement
NAF regularly distributes to Members and Members’ or NAF’s affiliates’ employees, officers, directors, or agents a wide range of non-public, confidential, or proprietary information (“NAF Information”) related to our mission to enhance the quality and safety of abortion care.
1. Materials covered. NAF Information includes all information distributed by NAF to any or all of our Members and Members’ or NAF’s affiliates’ employees, officers, directors, or agents, regardless of the form in which it is distributed, and regardless of whether the information is marked as being privileged, confidential, or otherwise subject to this Agreement. This Agreement does not apply to documents that NAF makes available to the public at large or that NAF intends for use by the general public.
2. Use of NAF Information. NAF Information is provided to Members to help enhance the quality and safety of abortion services provided by NAF Members and others. Members may not use NAF Information in any manner inconsistent with these purposes. A Member shall (a) protect and safeguard the confidentiality of all such NAF Information with at least the same degree of care as the Member would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; (b) not use the NAF Information, or permit it to be accessed or used, for any purpose other than the permitted purposes provided in this Agreement, or otherwise in a manner to NAF’s detriment; and (c) not disclose any NAF Information to any person or entity, except to Member’s representatives who: (i) need to know that NAF Information in order to assist Member, or act on its behalf in relation to the purposes provided in this Agreement, (ii) are informed by member of the confidential nature of the NAF Information, and (iii) are subject to confidentiality duties or obligations to the Member that are no less restrictive than the terms and conditions of this agreement. Member shall be responsible for any breach of this Agreement by any of its representatives.
3. Disclosure of NAF materials to third parties. NAF Information is intended for the use of NAF Members only. Unauthorized dissemination, distribution, or transmission of NAF Information to persons or organizations that are not affiliated with NAF is strictly forbidden, unless prior written consent is obtained from NAF.
4. Requests for disclosure of NAF Information. Upon learning that NAF materials are or are likely to become the subject of a discovery request in a judicial, legislative, administrative, or other legal proceeding or investigation, Members must: (a) immediately notify NAF, (b) cooperate with NAF (if NAF so requests) in taking all lawful steps to resist or narrow the request or requirement, and (c) if disclosure is required or deemed advisable by NAF, cooperate with NAF in obtaining a protective order or other reliable assurance that the NAF Information will receive confidential treatment.
5. Inadvertent disclosure of NAF Information. In the event that a member learns that it has inadvertently disclosed any NAF Information to any unauthorized third party, the Member must immediately notify NAF and cooperate with NAF in retrieving the NAF Information or taking other reasonable steps to prevent further unauthorized disclosure.
6. Member obligations under this Confidentiality Agreement survive any termination of NAF Membership.
