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Contracts: Accounting Other: CONFIDENTIALITY AGREEMENT This CONFIDENTIALITY AGREEMENT (the "Agreement") is by and between CREDIT UNION NAME HERE (hereinafter "Disclosing Party"), and the undersigned (hereinafter "Recipient"). WHEREAS, Recipient has requested information from Disclosing Party in connection with discussions regarding ______________DESCRIBE DOCUMENTS/INFORMATION/MATTER HERE _________________ (inclusively referred to as “Information”), for review and assessment regarding business or a business relationship between the parties hereto; WHEREAS, in the course of consideration of the relationship described or between the parties as set forth in a formal agreement, Disclosing Party may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Disclosing Party and its information from time to time in order to allow the parties to conduct reasonable research and due diligence; THEREFORE, in consideration of the Disclosing Party’s agreement to provide Confidential Information together with other good and valuable consideration, the parties agree to enter into a confidential relationship with respect to the disclosure by Disclosing Party to Recipient of certain information. 1. Definitions. For purposes of this Agreement, "Confidential Information" shall include all information and information or material that has or could have commercial value or other utility in the business or prospective business of Disclosing Party or the Recipient. Confidential Information also includes any information we receive about the other's business practices, accounts, staff, contacts and plans and all Copyright©1994-2010 by Credit Union Resources & Educational Services, LLC. All rights reserved. Revised February 2010 24
information of which unauthorized disclosure could be detrimental to the interests of Disclosing Party whether or not such information is identified as Confidential Information by Disclosing Party. For purposes of this Agreement, the term "Recipient" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term "Representative" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. The undersigned also represents and warrants that he/she has authority to enter into this agreement on behalf of the company or entity identified herein. 2. Confidentiality. Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in paragraphs 3 and 4 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Disclosing Party against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Disclosing Party as a result of a breach of this Agreement by Recipient or its Representatives. 3. Permitted Disclosures. Recipient may disclose Disclosing Party's Confidential Information to Recipient's responsible employees with a bona fide need to know such Confidential Information, but only to the extent necessary to conduct the Credit Union’s business and to third party vendors who agree to the terms herein - if such employees and/or vendors are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. 4. Required Disclosures. Recipient may disclose Disclosing Party's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Disclosing Party a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. 5. Use. Recipient and its Representatives shall use the Confidential Information solely for the purpose of conducting Credit Union business; and shall not in any other way use the Confidential Information. Nothing in this Agreement shall be construed as granting any rights to Recipient, by license or otherwise, to any of Disclosing Party's Confidential Information. 6. No Additional Agreements. Neither the holding of discussions nor the exchange of material or information shall be construed as an obligation of Disclosing Party to enter into any other agreement with Recipient or prohibit Disclosing Party from providing the same or similar information to other parties and entering into agreements with other parties. Disclosing Party reserves the right, in its sole discretion, to reject any and all proposals made by Recipient or its Representatives with regard to any licensing, use, relationship or transaction between Recipient and Disclosing Party and to terminate discussions and Copyright©1994-2010 by Credit Union Resources & Educational Services, LLC. All rights reserved. Revised February 2010 25
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Compliance Update - I REGULATORY AN
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Introductory Notes: Basic Obligatio
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performed by boards of directors. T
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What if an applicant “volunteers
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Please answer the following questio
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MULTIPLE ISSUES AND RESOURCES - SOM
Page 13 and 14: • Review of the negative shares r
Page 15 and 16: illustrates how certain provisions
Page 17 and 18: SAMPLE CREDIT UNION BUSINESS PLAN M
Page 19 and 20: EMPLOYMENT AGREEMENT Revise to addr
Page 21 and 22: 13. Evaluate the job performance of
Page 23 and 24: 2. By Employer For No Cause. Employ
Page 25 and 26: Vendor Due Diligence II Security As
Page 27 and 28: Vendor Due Diligence VII TERM AND T
Page 29 and 30: Vendor Due Diligence XII Backgroun
Page 31 and 32: Monitoring the Vendor At a minimum,
Page 33 and 34: NOTE: The BSA also contains a “wh
Page 35 and 36: (5) Confidentiality of reports. SAR
Page 37 and 38: PRIVACY - INFORMATION SECURITY Priv
Page 39 and 40: Disposal of Consumer Reports and Ot
Page 41 and 42: Compliance Update - II REGULATORY A
Page 43 and 44: Introductory Notes: Knowing if you
Page 45 and 46: I. POLICY AND GUIDELINES Portions O
Page 47 and 48: any CUSO. [Gifts may not be accepte
Page 49 and 50: Conference and Seminar Costs Fees f
Page 51 and 52: We have stated that there must be a
Page 53 and 54: IV. POLICY REGARDING CONFLICTS OF I
Page 55 and 56: public, even though, such relatives
Page 57 and 58: and other relatives who live in the
Page 59 and 60: protection, and the reimbursement o
Page 61 and 62: Legal / Compliance Consultation Not
Page 63: MERGER AND CONSOLIDATIONS ISSUES NO
Page 67 and 68: A Review of ‘Red Flags’ and wha
Page 69 and 70: Business Depositors: Understanding
Page 71 and 72: WHAT POLICIES, PROCEDURES AND RISK
Page 73 and 74: 16. Conflict of Interest/Code of Et
Page 75 and 76: Union Assessment 33. Identity Theft
Page 77 and 78: Procedures 60. Training Policy See
Page 79 and 80: Also - consider the other changes c
Page 81 and 82: policies, procedures and documents
Page 83 and 84: Underwriting Advertising In July 20
Page 85 and 86: 135-2009 Community Notice // OE/CE
Page 87 and 88: Credit Union’s lien right are not
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