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Non-Disclosure Agreement

1. Purpose

The EBRF possesses certain confidential, sensitive, and proprietary information related to its activities, operations, and members. The Recipient desires to receive such information solely for the purpose of legitimate collaboration or participation in the EBRF’s lawful initiatives (“Permitted Purpose”).

2. Definition of Confidential Information

“Confidential Information” means all non-public information disclosed by the EBRF, whether oral, written, electronic, or otherwise, including but not limited to the following:

  • Business strategies, plans, financial data, and operations;
  • Donor, client, member, affiliate and employee information;
  • Intellectual property, trade secrets, processes, systems, research, and development;
  • Internal communications, meeting minutes, and organizational records;
  • Any non-public information disclosed orally, in writing, electronically, or otherwise;
  • Any information that, by its nature, a reasonable person would recognize as confidential.
  • Any information marked as confidential

3. Obligations of the Recipient

The Recipient agrees to:
a. Use the Confidential Information solely for the Permitted Purpose;
b. Not disclose any Confidential Information to any third party without the prior written consent of the EBRF;
c. Take all reasonable measures to protect the confidentiality of such information; and
d. Immediately notify the EBRF of any unauthorized disclosure or suspected breach.

4. Exclusions

Confidential Information does not include information that:
a. Is or becomes publicly known through no fault of the Recipient;
b. Is lawfully obtained from a third party without restriction on disclosure; or
c. Is independently developed by the Recipient without use of the EBRF’s Confidential Information.

5. Governing Law; Jurisdiction; Waiver of Conflict of Laws

This Agreement shall be governed by and construed in accordance with the laws of the United States and, specifically, the laws of the State of District of Columbia, without regard to any principles of conflicts of law that would result in the application of the laws of any other jurisdiction. Recipient hereby irrevocably waives any objection to the jurisdiction or venue of the federal or state courts located within District of Columbia, and agrees that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in such courts. Recipient further waives any defense based on inconvenient
forum or lack of personal jurisdiction in any such action.

6. Representations Regarding Affiliation

The Recipient affirms and represents that they:
a. Are not a member, employee, or agent the State of Eritrea or the Eritrean National
Security Office; and
b. Are not acting on behalf of any government or organization known to engage in acts
contrary to human rights, international law, or democratic principles; and
c. Understand that any false representation under this clause constitutes a material
breach of this Agreement and grounds for immediate termination and any legal
remedy available to EBRF including referral to the appropriate intelligence and
police agencies in the proper jurisdiction.

7. Purpose and Intent

The Recipient acknowledges that the integrity, independence, and security of EBRF is of critical importance. Accordingly, the Recipient agrees and warrants that it shall not, directly or indirectly, join, affiliate with, or otherwise participate in EBRF for the purpose of obtaining information, influencing internal affairs, monitoring activities, or otherwise engaging in conduct amounting to infiltration or surveillance on behalf of any individual, entity, or government.

8. Prohibited Conduct

Without limiting the generality of the foregoing, the Recipient shall not:
a. Misrepresent its identity, purpose, or affiliation when interacting with or joining EBRF;
b. Collect, record, transmit, or disclose information obtained through any involvement with EBRF for purposes inconsistent with that organization’s stated mission; or
c. Encourage, direct, or assist any third party in carrying out any of the acts prohibited under this clause.

9. Obligation of Good Faith

The Recipient shall act in good faith and in accordance with principles of honesty and integrity in all dealings with EBRF, and shall not exploit such associations for purposes of espionage, intelligence gathering, or disruption.

10. Acknowledgment of Understanding and Capacity

The Recipient acknowledges and represents that they have carefully read and fully understand all of the terms and provisions of this Agreement; that they have had the opportunity to consult with independent legal counsel of their choosing regarding this Agreement; that they are signing this Agreement voluntarily, of their own free will, and not under duress or undue influence; and that they are of sound mind and legal capacity to enter into this Agreement.

11. Severability

If any provision of this Agreement, or the application thereof to any person or circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible to affect the intent of the parties. If such enforcement is not possible, the invalid, illegal, or unenforceable provision shall be deemed severed from this Agreement, and the remaining provisions shall remain in

full force and effect. The invalidity, illegality, or unenforceability of any provision shall not affect the validity or enforceability of any other provision of this Agreement.

12. Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written.

13. Survival

The obligations set forth in this Agreement shall survive termination or expiration of this Agreement.