IPQB – NDA

Affiliate and Non-Disclosure Agreement

Version 2025-1

International Photography Qualifications Board

This Agreement is made on __________________ between the International Professional Qualification Board, hereinafter referred to as IPQB, and _______________________________, hereinafter referred to as “Affiliate, I, or me.

1. Services to be Performed

I agree to serve on the IPQB as an Affiliate. In that capacity, I will perform various roles related to IPQB’s goals, including, if elected, serving as a member of IPQB working groups or an officer of the IPQB.

As an Affiliate, I agree to recognize and abide by IPQB’s Constitutions, Policies, rules, and regulations.

Definition: Affiliate – Any individual who agrees to work with or for the IPQB.

2. Term of Agreement

This Agreement is effective for the length of my term as an Affiliate of the IPQB, unless either party terminates the Agreement in accordance with the provisions set forth in the “Terminating the Agreement” section.

3. Intellectual Property Ownership

3.1 Object

3.1.1. Assignment of Intellectual Property Rights

The Affiliate shall assign to IPQB all its Intellectual Property Rights, Titles, and Interests in any work, patentable inventions and discoveries, ideas, improvements, know-how, trade secrets, confidential information, and other intellectual property elements he/she has created or developed specifically for IPQB.

3.1.2. Moral Rights Waiver

The Affiliate shall expressly waive all his/her moral rights and other similar rights on previous works, patentable inventions and discoveries, ideas, improvements, know-how, trade secrets, confidential information, and other intellectual property elements he/she has created or developed specifically for IPQB.

3.1.3. Nature of the Rights Conferred

The Intellectual Property Rights, Titles, and Interests conferred by the Affiliate upon IPQB pursuant to this Agreement shall include the following rights, without limitation:

a) The right to use;
b) The right to modify, including the right to improve, translate, and re-write into another language or in another manner;
c) The right to adapt;
d) The right to integrate and incorporate into any existing or future work;
e) The right to exploit;
f) The right to grant licenses and sub-licenses;
g) The right to perform;
h) The right to distribute and cause the distribution;
i) The right to broadcast;
j) The right to communicate to the public by telecommunication;
k) The right to perform in public;
l) The right to reproduce;
m) The right to transfer to another environment (hardware, software, computer, electronic, web, multimedia, or other);
n) The right to register all Intellectual Property Rights, Titles, and Interests;
o) The right to institute legal proceedings, continue legal proceedings, and defend oneself against legal proceedings in order to assert or defend all or part of the rights conferred pursuant to this Agreement;
p) The right to collect all income, royalties, damages, claims, amounts awarded pursuant to a judgment, and payments; and
q) The right to sell, give, assign, or otherwise transfer.

3.1.4. Duration of the Rights Conferred

The Intellectual Property Rights, Titles, and Interests conferred by the Affiliate upon IPQB pursuant to this Agreement shall remain in effect for the entire period of protection afforded by law.

3.1.5. Geographical Scope of the Rights Conferred

The Intellectual Property Rights, Titles, and Interests conferred by the Affiliate upon IPQB pursuant to this Agreement shall be valid worldwide.

3.2.1. Intellectual Property

3.2.1.1 Definitions

For purposes of this Agreement, “Intellectual Property Rights, Titles, and Interests” shall include, without limitation, any intellectual property rights, titles, and interests, including any derivative right, moral right, and personal right, in and to the following:

a) Any work, invention, trademark, industrial design, integrated circuit topography, confidential information, or trade secret, as the case may be;
b) Any certificate which registers, grants, or acknowledges ownership or interests in any of the intellectual property rights in question; and
c) Any request for the registration, granting, or acknowledgment of ownership or interests in any of the intellectual property rights in question.

3.2.1.2 Specific Undertakings of the Affiliate

The Affiliate undertakes as follows in favor of IPQB:

a) It shall not, directly or indirectly, contest, usurp, or infringe any of the Intellectual Property Rights, Titles, and Interests contemplated in this Agreement, nor shall it participate in or facilitate the commission of such acts;
b) It shall not claim any right or interest in or to the income or profits eventually arising from the activities of IPQB.

3.2.1.3 Specific Undertakings of IPQB

IPQB recognizes that the Affiliate may incorporate certain skills, products, inventions, trade secrets, business methods, and other intellectual property owned or controlled by them.
This Agreement shall not diminish or interfere with the Affiliate’s right or ability to enjoy the use of such intellectual property.

3.2.2. Representations and Warranties of the Contributor

The Affiliate represents and warrants as follows in respect of work products created or developed specifically for IPQB:

a) Its Intellectual Property Rights, Titles, and Interests are not contested, in whole or in part, by anyone at the time of signing this Agreement;
b) It is solely responsible for the validity of its Intellectual Property Rights, Titles, and Interests;
c) It is not a party to any agreement that is likely to affect the Affiliate’s Intellectual Property Rights, Titles, and Interests.

3.3 General Provisions

Unless otherwise stated in this Agreement, the following provisions shall apply.

3.3.1 “Force Majeure”

Neither party shall be considered to be in default pursuant to this Agreement if the fulfillment of all or part of its obligations is delayed or prevented due to “force majeure”. “Force majeure” is an external, unforeseeable, and irresistible event, making it absolutely impossible to fulfill an obligation.

3.3.2 Severability

If all or part of any section, paragraph, or provision of this Agreement is held invalid or unenforceable, it shall not have any effect whatsoever on any other section, paragraph, or provision of this Agreement, nor on the remainder of the said section, paragraph, or provision, unless otherwise expressly provided for in this Agreement.

3.3.3 No Waiver

Under no circumstances shall the failure, negligence, or tardiness of a party regarding the exercise of a right or a recourse provided for in this Agreement be considered to be a waiver of such right or recourse.

3.3.4 Cumulative Rights

All rights set forth in this Agreement shall be cumulative and not alternative. The waiver of a right shall not be interpreted as the waiver of any other right.

3.3.5 Entire Agreement

This Agreement constitutes the entire understanding between the parties. Declarations, representations, promises, or conditions other than those set forth in this Agreement shall not be construed in any way so as to contradict, modify, or affect the provisions of this Agreement.

3.3.6 Amendments

This Agreement shall not be amended or modified except by another written document duly signed by all the parties.

3.3.7 No Right to Transfer

Neither of the parties may, in any manner whatsoever, assign, transfer, or convey its rights in this Agreement to any third party, without the prior written consent of the other party.

3.3.8 Counterparts

Each counterpart of this Agreement shall be considered an original when duly initialed and signed by all the parties.

4. Confidentiality and Non-Disclosure

4.1 Confidential Information

I acknowledge and agree that during the term of my affiliation with the IPQB, I will learn, obtain, acquire, and become aware of (herein ‘acquire’) information and items, and may in the future acquire non-public information and items, relating to or concerning IPQB or any of its affiliates. I further acknowledge and agree that all such information and items described in the foregoing sentence that I acquire during the term of affiliation are private and confidential and that they are exclusively owned and controlled by IPQB (herein collectively referred to as ‘Confidential Information’).

4.2 Processing of Personal Data

I acknowledge and agree that during the term of my affiliation with IPQB, I may process personal data in my role as affiliate or on behalf of IPQB, who is the controller according to the EU-GDPR and Indian data protection laws. I understand the “Data Processing Policy” in Appendix A of this document.

4.3 Agreement Not to Disclose

I expressly agree that I shall not, except:

  • To my attorney or accountant,
  • As otherwise required of me by law,
  • In order for me to perform the services required of me with respect to my affiliation,
  • As authorized by IPQB in writing, or
  • If previously disclosed publicly by or on behalf of the party about whom the Confidential Information pertains directly or indirectly, verbally or otherwise,

Both during and after the term of my affiliation with IPQB (with a maximum period of 5 years – see article 4.7),
I will not publish, disseminate, disclose, or cause to be published, disseminated, or disclosed (herein ‘disclosure’) any Confidential Information to any person, firm, or entity whatsoever, including, but not limited to, newspapers, periodicals, magazines, publications, television stations, radio stations, publishers, electronic communications (such as Weblogs, email, or discussion lists), voice conversations or messages, and any other enterprise involved in print or electronic media, including individuals working directly or indirectly for, or on behalf of, any of said entities (herein ‘Third Parties’).

4.4 Disclosure is Wrongful

I acknowledge that any disclosure by me to any Third Party of any Confidential Information shall constitute a breach of the terms of my affiliation, and shall constitute a breach of trust and confidence, and a misappropriation of IPQB’s exclusive property rights.

4.5 Property Rights

I acknowledge IPQB’s substantial and valuable property rights and other proprietary interests in IPQB’s exclusive possession, ownership, and use of the Confidential Information acquired by me during my affiliation with IPQB. I agree to return to IPQB all tangible confidential information in my possession or control upon IPQB’s demand and, in any event, within 30 days of the conclusion of my affiliation.

4.6 Injunctive Relief

I acknowledge and agree that any disclosure by me to Third Parties of any Confidential Information will cause irreparable harm to IPQB, the damages and injuries of which will not be measurable or susceptible to calculation. I further acknowledge and agree that any breach or threatened breach of the Agreement due to the unauthorized disclosure or threatened disclosure by me to Third Parties of any Confidential Information shall entitle IPQB to obtain an ex parte restraining order,
preliminary injunction, and permanent injunction (herein ‘Injunctive Relief’) preventing the disclosure, or any further disclosure, of Confidential Information protected by the terms hereof.

4.7 Severability

If any term or provision of this Confidentiality Agreement is inconsistent with any law, statute or regulation, or is invalid or unenforceable for any reason, such a term or provision shall be deemed curtailed and limited to the extent necessary to achieve consistency, validity, or enforceability, as the case may be. However, such term or provision shall only be curtailed and limited to the extent necessary to achieve the same, and the balance of this Confidentiality Agreement shall remain in full force and effect.

4.8 Duration of Obligations

The confidentiality and non-disclosure obligations and responsibilities of the parties shall survive the termination of this Agreement, for a maximum period of 5 years.

5. Conflict of Interest

I understand that the purpose of the IPQB Conflict of Interest policy (see Appendix B at the end of this document) is to encourage transparency in our decision-making:

  • To protect the integrity of IPQB’s decision-making process
  • To enable the world to have confidence in our integrity
  • To protect the integrity, professionalism, and reputation of all board Affiliates

In the course of meetings or activities, I will disclose any interests in a transaction or decision where I (including my business or other non-profit affiliation), my family and/or my significant other, employer, or close associates will receive a benefit or gain. After disclosure, I understand that I will be asked to leave the room for the discussion and will not be permitted to vote on the question.
I understand that the policy is meant to be a supplement to good judgment, and I will respect its spirit as well as its wording.

6. Indemnification

IPQB shall indemnify and hold harmless its Affiliates, officers, administrators, agents, and employees from and against any and all claims, demands, actions, or other forms of liability that arise out of or by reason of any action taken or not taken by me for the purpose of complying with the provisions of this Agreement.

7. Terminating the Agreement

With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of termination for cause. Reasonable cause includes:

  • A material violation of this Agreement;
  • Failure by Affiliate to participate in IPQB activities or to perform mutually agreed-upon roles;
  • Any act by Affiliate that undermines the credibility or integrity of IPQB;
  • Any act exposing the other party to liability to others for personal injury or property damage.

In addition, either party may terminate this Agreement without cause at any time with appropriate action by IPQB, by giving a written notice with a delay of three months.

When the Agreement is terminated and the Affiliate stops the engagement with IPQB, all personal data related to IPQB that the Affiliate obtained or processed during their affiliation must be deleted or handed back to IPQB within 30 days of the day that the affiliation ends. I, as an Affiliate, am aware that I cannot keep any copies, whether on paper or electronically, of such personal data for personal use. Non-compliance would be considered a data breach for IPQB and they can hold me responsible for any violations and consequences that this may cause to the data subjects.

8. Exclusive Agreement

This Agreement is the entire Agreement between the Affiliate and IPQB.

9. Applicable Law

The laws of India will govern this Agreement.

10. Notices

All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:

  • When delivered personally to the recipient’s address as stated on this Agreement;
  • Upon receipt of a return receipt indicating delivery to recipient;
  • When sent by fax to the fax number of the recipient, and receipt thereof is confirmed;
  • By email, when the recipient sends a return receipt or responds directly to the message.

11. Assignment

The Affiliate may not assign or subcontract any rights or delegate any duties under this Agreement without IPQB’s prior written approval.

12. Partnership

This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other’s behalf, unless I am currently an officer on the Executive Committee of IPQB or am authorized by the General Assembly.

13. Integration

This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and there are no terms other than those contained herein. No supplement, modification, or termination of this Agreement shall be deemed valid unless executed in writing after the date hereof by the parties hereto.

15. Signatures

This Agreement is executed as of this _____ day of ___________, 20.

Affiliate
Signature:


Print Name:


For IPQB
Signature:


Print Name:


For IPQB
Signature:


Print Name:


Both parties acknowledge and agree to the terms stated in this Agreement.

APPENDIX A
Data Protection Policy

Version 2021-1

1. PURPOSE

1.1

The purpose of the Data Protection Policy Appendix is to ensure compliance with the relevant Data Protection Laws (as defined below). The Data Protection Policy Appendix intends to explain and put into practice the Data Protection Laws. However, it is by no means complete, nor does it replace the Data Protection Laws.

1.2

The Affiliate acknowledges that compliance with the Data Protection Laws is of prime importance, including for IPQB as a data controller. The Affiliate agrees to comply with the provisions of this Data Protection Policy Appendix, including compliance with the relevant provisions of the Data Protection Laws.

2. DEFINITIONS

2.1

The terms “Data Controller,” “Data Processor,” “Data Subject,” “Personal Data,” and “Process” shall have the meanings ascribed to those terms in the Data Protection Laws.

2.2 “Data Protection Laws” means:

(a) the REGULATION (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (General Data Protection Regulation or GDPR) on 25 May 2018; and
(b) all other relevant existing or newly applicable laws and regulations relating to or impacting the processing of information of a living person and privacy.

2.3 “IPQB Personal Data” means any Personal Data:

(a) provided to Affiliate by or on behalf of IPQB; or
(b) generated by the Affiliate in the course of performing its duties under the Affiliate and Non-Disclosure Agreement with IPQB, and, in each case, to the extent it relates to the operations of IPQB.

3. ORDER OF PRECEDENCE

3.1

Notwithstanding anything to the contrary, if there is any conflict or inconsistency between the provisions of this Data Protection Policy Appendix and any other part of the IPQB Affiliate and Non-Disclosure Agreement (including any of its appendices or other documents referred to or otherwise incorporated into the IPQB Affiliate and Non-Disclosure Agreement), the following order of precedence will be applied, and the document higher in the order of precedence will prevail and represent the binding obligation on the parties:

(a) the Data Protection Policy Appendix;
(b) the clauses of the main part of the IPQB Affiliate and Non-Disclosure Agreement; and then,
(c) the other appendices to the IPQB Affiliate and Non-Disclosure Agreement.

4. DATA PROCESSING PRINCIPLES

4.1

The Affiliate shall comply with the Data Protection Laws and shall process IPQB Personal Data only upon and in accordance with the (written) instructions from IPQB.

4.2

The Affiliate shall maintain confidential all IPQB Personal Data, including in accordance with the provisions set out under clause 4 of the IPQB Affiliate and Non-Disclosure Agreement and in accordance with Data Protection Laws OC_BE/335893.1.

4.3

The Affiliate shall comply with all IPQB policies relating to the processing of Personal Data (including without limitation security policies, IT policies, etc.), as these may be implemented, updated, supplemented, or amended from time to time.

4.4

The Affiliate shall participate in and follow any training relating to the processing of Personal Data (including but not limited to IT security trainings) provided by or on behalf of IPQB.

4.5 According to the GDPR (Article 5), Personal Data must be:

(a) Processed lawfully, fairly, and in a transparent manner in relation to the data subject;
(b) Collected for specified, explicit, and legitimate purposes and not further processed in a manner that is incompatible with those purposes;
(c) Adequate, relevant, and limited to what is necessary in relation to the purposes for which they are processed;
(d) Accurate and, where necessary, kept up to date; every reasonable step must be taken to ensure that personal data that are inaccurate, having regard to the purposes for which they are processed, are erased or rectified without delay;
(e) Kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data are processed;
(f) Processed in a manner that ensures appropriate security of the personal data, including protection against unauthorized or unlawful processing, and against accidental loss, destruction, or damage, using appropriate technical or organizational measures.

4.6

The Affiliate shall access and process IPQB Personal Data only to the extent strictly needed for the performance of his/her function(s) and obligations under the Affiliate and Non-Disclosure Agreement, and always in accordance with the provisions of this Data Protection Policy Appendix and the Data Protection Laws (including but not limited to the abovementioned principles under section 4.5).

4.7

The Affiliate shall not process IPQB Personal Data in a way that may violate, jeopardize, or otherwise breach the confidentiality, integrity, or quality of the Personal Data or otherwise breach the provisions of this Data Protection Policy Appendix and/or the Data Protection Laws.

APPENDIX B

IPQB Conflict of Interest Policy

Version 2025-1

International Photography Qualifications Board

1. Purpose

The purpose of the conflict of interest policy is to encourage transparency in our decision-making, protecting the interests of IPQB when considering entering into a transaction or arrangement that may benefit the private interests of an IPQB affiliate or result in a potential excess benefit transaction. This policy is intended to supplement and not replace any applicable local laws governing conflicts of interest in non-profit and charitable organizations.

Conflict of Interest within IPQB relies completely on individual honesty and trust. In most cases, failure to declare a conflict of interest should be seen as a mistake rather than a deliberate act. However, repetitive abuse of this policy will be escalated to the IPQB Executive for appropriate resolution.

The behavior standards of IPQB affiliates should rigorously avoid any conflicts of interest between:

1.1 Internal Relationships:

Relationships within IPQB entities that may cause a conflict of interest include:

  • Financial and Non-financial Relationships with other IPQB entities, concerning:
    • Examinations,
    • Professional or business interests of other board affiliates,
    • Home board affiliates’ interests.

These relationships need to be carefully evaluated and disclosed to ensure that IPQB maintains transparency and impartiality in its decision-making process, particularly in decisions that could potentially impact its governance and operations.

1.2 Commercial Relationships:

Relationships that may cause a conflict of interest within IPQB entities also include:

  • Commercial Relationships with other ISTQB affiliates, other affiliate entities, and examination boards.
    • These relationships involve transactions, partnerships, or business arrangements that could affect impartiality or create a potential conflict between the affiliate’s business interest and the role or obligations as an affiliate of ISTQB.

It is crucial for affiliates to disclose any such commercial affiliations, ensuring that these arrangements do not influence decisions or compromise the integrity and independence of ISTQB’s activities.

1.2 Commercial Relationships:
Relationships that may cause a conflict of interest within IPQB entities also include:

Commercial relationships with other IPQB affiliates, other affiliate entities, and examination boards.
These relationships involve transactions, partnerships, or business arrangements that could affect impartiality or create a potential conflict between the affiliate’s business interest and the role or obligations as an affiliate of IPQB.
It is crucial for affiliates to disclose any such commercial affiliations, ensuring that these arrangements do not influence decisions or compromise the integrity and independence of IPQB’s activities.

1.2 External relationships: Relationships with non-IPQB entities that may cause a conflict of interest:

  • Relationships with non-IPQB entities (e.g., relationships with other exam schemes, whether testing-related or not).
  • Relationships with persons working in any way to oversee IPQB exams working for any company sponsoring examinations or persons taking examinations.
  • An individual affiliate’s personal friends or co-workers who apply to join a Member Board or Working Group over which the candidate has some authority.

This includes avoiding actual conflicts of interest as well as perceptions of conflicts of interest.

2. Definitions

Affiliate
Any individual who represents IPQB (including Exam Board representatives), or belongs to its Member Boards, Governing Board, or Working Parties.

Interested Person
Any affiliate of IPQB, its Member Boards, Governing Board, and Working Parties, who has a direct or indirect financial interest, as defined below, is an interested person.

IPQB Entities
The IPQB Board, IPQB Member Boards, IPQB Working Parties, and recognised IPQB Exam Providers.

Financial

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

  1. An ownership or investment interest in any entity with which IPQB has a transaction or arrangement.
  2. A compensation arrangement with IPQB or with any entity or individual with which IPQB has a transaction or arrangement.
  3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which IPQB is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration, as well as gifts or favors that are considered substantial.

A financial interest is not necessarily a conflict of interest. Under Section 1.1, a person who has a financial interest may have a conflict of interest only if the IPQB Governing Board or relevant meeting/working party decides that a conflict of interest exists.