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Board Member Agreement

As a condition of my service on the Board of the HANG GLIDING AND PARAGLIDING ASSOCIATION OF CANADA, ("HPAC") and in consideration of my service on the Board of the HPAC, I agree as follows:

1. Acceptance of Board Appointment. I hereby accept appointment to the Board of the HPAC, on the terms and conditions set forth below. I agree to devote my best efforts to the service of the HPAC, to render this service faithfully, diligently and to the best of my ability. I understand I have a legal and moral responsibility to ensure that the organization does the best work possible in pursuit of its mission and goals. I believe in the purpose and the mission of the organization, and I will act responsibly and prudently as its steward.

2. Duties As Member Of Board. As a member of the Board I understand that as part of my responsibilities:

(a) I will be required to attend Board meetings, actively participate in the Board and committee business, and exercise my best judgment while participating in making decisions for the HPAC.

(b) I will interpret the organization's work and values to the community, represent the organization, and act as a spokesperson for the organization.

(c) I will actively participate in one or more HPAC Committees and/or assume a Board portfolio related to HPAC's mandate

(d) I will act in the best interests of the organization, and excuse myself from discussions and votes where I have a conflict of interest. I agree that, during the term of my service on the Board of the HPAC, I will disclose in writing any employment, occupation, consulting or other business or volunteer activity that conflicts with my obligations to the HPAC

(e) I will stay informed about what's going on in the organization. I will ask questions and request information. I will participate in and take responsibility for making decisions on issues, policies and other Board matters.

(f) I will work in good faith with staff and other Board members cooperatively towards achievement of our goals.

(g) I agree to publication of my name and a contact phone number on the HPAC website and other electronic and print media.

(h) I will provide personal identification as required by banking, financial and other organizations as part of their due diligence in complying with federal, provincial and local laws and regulations. In particular I acknowledge that as a director of a corporation I will be required to provide complete copies of identification documents and disclose any positions of public trust or political office I, or a relative, or associate, may hold to the satisfaction of an inquiring institution in order to facilitate the HPAC business relationship with said institution.

3. No Employment by HPAC. I understand that as a member of the Board of Directors of the HPAC, I am not employed by the HPAC, I will not look to the HPAC as my employer, nor will I hold myself out as an employee of the HPAC. I acknowledge that I am not entitled to any benefits or compensation from the HPAC. I understand that my position on the Board of the HPAC is a non-compensated, voluntary position and I neither desire, nor expect any compensation for any services I will perform as a member of the Board of the HPAC.

4. Confidential Information.

(a) HPAC Information. I agree at all times during the term of my service on the Board of the HPAC and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the HPAC, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the HPAC (voting without me), any Confidential Information of the HPAC. I understand that "Confidential Information" means any HPAC proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, tests, test keys, membership lists and the identity of members, marketing, finances or other business information disclosed to me by the HPAC either directly or indirectly in writing, orally or by drawings or observation. I further understand that Confidential Information does not include any of the foregoing items which have become publicly known and made generally available through no wrongful act of mine.

(b) Other HPAC Information. I agree that I will not, during my service on the Board of the HPAC, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity and that I will not bring onto the premises of the HPAC any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c) Third Party Information. I recognize that the HPAC has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the HPAC's part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my service on the Board of the HPAC consistent with the HPAC's agreement with such third party.

5. Works Made For Hire. I agree that unless otherwise agreed pursuant to written authorization of the Board of Directors of the HPAC (voting without me) and such authorization having been made before the creation of any creative works subject to that authorization, any documents, writings, or other creative works, authored in whole or in part by me in the performance of my service as a member of the Board of Directors of the HPAC, or in the performance of my service as a member of any committee of the Board of Directors of the HPAC shall be the sole and exclusive property of the HPAC, as works made for hire.

6. Returning HPAC Materials. I agree that, at the time I cease serving on the Board of the HPAC, I will deliver to the HPAC (and will not keep in my possession, recreate or deliver to anyone else) any and all passwords, keys, devices, records, data, electronic files, notes, reports, proposals, lists, software, correspondence, specifications, drawings, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my service on the Board of the HPAC or otherwise belonging to the HPAC.

7. General Provisions.

(a) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the HPAC and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing, signed by the party to be charged. Any subsequent change or changes in my services will not affect the validity or scope of this Agreement.

(b) Severability. If one or more of the provisions of this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

c) Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the HPAC, its successors, and its assigns.

Jul 8 2019   Top Top