Members of the Board of Directors and staff employees of NETAR carry certain duties and responsibilities for the benefit of the organization. This Confidentiality Policy outlines some of those duties and responsibilities in accordance with the Articles of Incorporation, Bylaws and Policy Manual of NETAR (the “Governing Documents”). Board Members and staff employees will have access to Confidential Information that if furnished or made accessible to any non-board member or used in any unauthorized manner could be damaging to NETAR and its members and could result in NETAR being involved as a party litigant in expensive and protracted litigation resulting in significant monetary damages assessed against NETAR. Information
provided to the Board and staff employees which shall be considered confidential ("Confidential Information") shall include personnel, financial, contractual and membership matters and matters of a legal nature. This information shall be confidential and shall be used only for the purpose of decision making and in the governance of NETAR. Confidential Information shall be held in the strictest of confidence and no member of the Board of Directors shall, without the prior written consent of the Board Chairman or Executive Director of NETAR: (i) divulge, furnish or make accessible to any person, including any member of NETAR, or use in any manner any of the Confidential Information except as necessary for the resolution of governance issues and the decision making process of NETAR’s Board of Directors; (ii) take any action which might reasonably or foreseeably be expected to compromise the confidentiality of the Confidential Information; or (iii) fail to follow the reasonable suggestions made by the officers and directors of NETAR, from time to time, regarding the confidentiality and proprietary nature of the Confidential Information. Violations of the Confidentiality Policy may result in disciplinary action. Disciplinary action may include removal of a member from the Board of Directors and as an officer of NETAR and termination of employment of a staff employee. I acknowledge that I have received and read a copy of this Confidentiality Policy and that I am
responsible for complying with its provisions

Members of the Board of Directors and staff employees of NETAR perform certain duties and responsibilities for the benefit of the organization. In performing these duties and responsibilities, the Board has adopted the following policies and procedures with respect to potential or actual conflicts of
interest involving directors:

POLICY
Directors owe certain fiduciary duties to NETAR, including the duties of loyalty, diligence and confidentiality, which require that directors act in good faith on behalf of NETAR in exercising the powers conferred to them by NETAR in NETAR and its member's best interests and not for the interest of directors or third parties.

DISCLOSURE
A director shall promptly disclose to the Board any personal or outside interests, relationships or responsibilities (financial, professional or otherwise) held by the director with respect to any potential or actual transaction, agreement or other activity being considered by the Board which may result in a potential or actual conflict of interest, even if such matter has otherwise been disclosed to NETAR or the Board.

BOARD ACTION
For any potential or actual conflict, the Board, with the abstention of the interested director, shall decide whether such director may participate in any reporting, discussion or vote on the issue which created the potential or actual conflict. The General Counsel of the Board shall direct the Secretary to
withhold from such director any information on the conflict issue from materials distributed to Board members and take all such other necessary action necessary to effectuate this policy.

RECUSAL
Any director with an interest, relationship or responsibility which conflicts with the interest of the NETAR or its members, shall recuse himself or herself from any reporting, discussion or vote on the issue that created the conflict and, if necessary, from the Board meeting, or applicable part thereof.

RESIGNATION
In circumstances where a director has a significant, ongoing and irreconcilable
conflict, and where personal or outside interests, relationships or responsibilities significantly impedes the director's ability to carry out his or her fiduciary responsibility to NETAR, resignation from the Board or termination of the conflicting interest may be appropriate and/or required.