Confidentiality Policy

Last Updated and Effective: September 4, 2026

Purpose and Scope

Participation in HIRC may involve the sharing of non-public information among members. This Policy sets forth the confidentiality obligations applicable to all HIRC members as a condition of membership.

For purposes of this Policy, “Confidential Information” means non-public information disclosed in connection with HIRC activities, whether oral, written, electronic, or otherwise, that is proprietary or would reasonably be understood to be confidential based on its nature or the circumstances of disclosure. Confidential Information may include, without limitation, information concerning business affairs, operations, finances, strategic plans, trade secrets, policies and procedures, research protocols and data, employees, and similar matters.

Disclosure of Confidential Information does not create any obligation beyond those expressly set forth in this Policy or in a separate written agreement between the parties. Except as otherwise expressly provided in an applicable written agreement, no disclosing member makes any representation or warranty regarding the accuracy or completeness of its Confidential Information, and no disclosing member or its officers, directors, employees, members, owners, affiliates, or agents shall have liability arising from another party’s use of or reliance on such information.

Confidentiality Obligations

1. Identification of Confidential Information

To the extent reasonably possible, Confidential Information shall be identified or marked as ‘confidential’ at the time of disclosure or within a reasonable period thereafter. However, failure to mark information as confidential does not relieve a receiving member of its confidentiality obligations if the information would reasonably be understood to be confidential based on its nature or the circumstances of disclosure.

2. Permitted Use and Restrictions

Members may use Confidential Information solely for one or more of the following purposes:

1. internal purposes;
2. participation in HIRC activities; or
3. fulfillment of obligations under their HIRC membership agreement or another applicable agreement with HIRC.

Except for disclosures expressly permitted below, members may not commercially exploit Confidential Information with a third party or disclose it to third parties without the prior written consent of the disclosing party. Each member shall use reasonable efforts to protect Confidential Information from unauthorized disclosure.

Disclosure is permitted only to a member’s employees, agents, or representatives who have a legitimate need to know the information for one or more of the permitted purposes described above and who are bound by confidentiality obligations at least as protective as those contained in this Policy.

Upon termination or expiration of membership, a former member shall, upon request, return or properly destroy any Confidential Information of the requesting party, except for copies retained as required by law or maintained through routine backup or archival systems that are not reasonably accessible in the ordinary course of business. Any retained Confidential Information remains subject to this Policy.

Confidentiality and non-use obligations remain in effect for the longer of:

1. three (3) years following receipt of the Confidential Information;
2. any period required by another applicable agreement; or
3. with respect to a trade secret, for as long as the information remains a trade secret under applicable law.

3. Exclusions from Confidential Information

Confidential Information does not include information that a member can demonstrate:

1. was already lawfully known to the member at the time of disclosure;
2. became publicly available through no fault of the member;
3. was received from a third party without a duty of confidentiality;
4. was independently developed without use of Confidential Information; or

If a member is required to disclose Confidential Information pursuant to law, regulation, or court order, the member may make the required disclosure, provided that it gives reasonable prior notice to the disclosing party when legally permitted and limits the disclosure to the information legally required.

4. Breach Notification and Cooperation

Members shall promptly notify both the disclosing member and HIRC upon becoming aware of any actual or threatened breach of this Policy. Each member, including any breaching member, shall reasonably cooperate with the disclosing member in taking steps reasonably necessary to stop, address, and mitigate the actual or threatened breach.

Status of Policy

This Confidentiality Policy is a condition of HIRC membership and applies to all members. Nothing in this Policy prevents HIRC or its members from entering into a separate written agreement imposing additional confidentiality obligations.