The Concrete Masonry Checkoff Board (the “Board”), by unanimous resolution of the Executive Committee, hereby adopts the following Policy regarding proprietary documents, materials and information:
Proprietary Information Defined
For purposes of this Policy, “Proprietary Information” shall include, without limitation, the following:
1. All materials, documents, computer data, business plans, business data, financial projections and results, customer information and other paper records prepared by the Board, its staff or contract service providers which are designated as protected or marked as “Confidential” or “Proprietary” on their face.
2. All computer algorithms created by the Board, its employees and/or staff and/or by third parties under contract whereby rights to the algorithms are assigned to the Board or recognized as belonging to the Board.
3. All materials received from the US Department of Commerce which are designated by the US Department of Commerce as protected or “Confidential” or “Proprietary”.
4. Intellectual property, including but not limited to information related to copyright, trademark, service mark, and patent applications, and trade secrets belonging to the Board.
5. All information regarding the sources, amounts and times of individual payments of assessments.
6. All information regarding the block producers that register or registered to participate in any referendum conducted by the US Department of Commerce.
7. All information and materials identified above which, even if not marked as “Confidential” or “Proprietary”, should be known or reasonably known by the recipient to be considered proprietary or protected.
Notwithstanding the foregoing, for purposes of this Policy, Proprietary Information shall not include information that:
1. is or becomes generally available to the public other than as a result of disclosure thereof by the receiving party or its representatives;
2. becomes available to the receiving party or its representatives on a non-confidential basis from a source which, to the receiving party’s knowledge, is not prohibited from disclosing such information to the receiving party or representatives by a legal, contractual or fiduciary obligation;
3. was known to the receiving party or its representatives at the time of its disclosure, as documented by records possessed by the receiving party prior to its receipt and is not subject to another obligation of secrecy or non-use; or
4. is independently developed by the receiving party and/or its representatives without access to the subject Proprietary Information.
Access to Proprietary Information
It is the policy of CMCB to maximize the security of its Proprietary and/or protected information. It is the policy of CMCB to disclose Proprietary or protected information to Board members, employees and third parties only to the extent necessary to allow such person(s) to perform specific tasks and actions on behalf of CMCB. At all times, access to Proprietary or protected information shall be limited to the scope of the Board assigned task or action and all non-relevant items of information will be redacted to confine access to the Proprietary or protected information required for the scope of the task or action. At all times, access to Proprietary or protected information will be limited, in time, scope and number of persons to whom disclosure is made, to the minimum required to perform the Board assigned task or action.
If a Board member, employee or third party desires access to Proprietary or protected information not provided to her/him in conjunction with a Board assigned task or action, or desires access to additional Proprietary or protected information for performance of a Board assigned task or action, such person shall request access in writing which sets forth:
1. The specific Proprietary or protected information requested;
2. The purpose for which the Proprietary or protected information will be used;
3. Why access to the requested Proprietary or protected information is necessary;
4. What, if any, security will be utilized to assure that the requested Proprietary or protected information is not disseminated beyond the requesting party or for other purposes; and
5. The requesting party’s commitment to be bound by the terms of this Policy Regarding Proprietary Information.
Obligations Regarding Proprietary Information
The Board, its members, staff and contracted service providers shall:
1. Treat all Proprietary and/or protected information in a manner that maintains its confidentiality.
2. Not disclose or publish Proprietary or protected information to any third party, unless requested by a duly authorized member of the Board’s Executive Committee or the CEO.
3. Not use Proprietary or protected information outside of the conduct of Board business.
4. Hold all Proprietary and/or protected information in strict confidence except as otherwise provided in this Policy or required by law.
The obligations set forth in this Policy shall continue beyond the end of a person’s service on the Board or as an employee or contracted service provider to the Board, and shall remain in effect until the subject Proprietary or protected information is no longer designated as such by the Board and/or the Department of Commerce.
Any breach of this Policy may, at the discretion of the Board, be the basis for termination of employment, termination of service contract and/or a recommendation to the Secretary of the Department of Commerce that a Board member be removed pursuant to 15 CFR 1500.44(b).
It is the intent of this Policy to provide the broadest protection allowed by law to Proprietary and protected information. This Policy notwithstanding, the Board and its employees, staff and contract services providers shall comply with all requirements of the Freedom of Information Act.
