This Membership Policy (“Policy”) is the policy adopted by DLC setting out the terms and conditions of membership applicable to each member. The terms of this Policy shall govern in the event of conflict with the Chapter policies, as may be applicable.
By accessing, browsing or using the website at [www.dellaleaders.com] (“Website”)or by selecting ‘I Accept’ during the membership registration, you represent that you have read, understand and agree to be bound by the terms and conditions of this Policy.
DLC and the member shall be collectively referred to as the Parties.
To become a Della Leaders Club (DLC) Member, you need to have done at least one good thing that others can learn from.
We accept, ordinary people who either meet financial eligibility or any game changer causing positive impact to the society & communities.
2.1 For Entrepreneurs
Owner, Founder, co-founder or controlling shareholder of a company. The said company must have gross turnover of
a. Over 1 million USD (or equivalent) with over 50 Employees - for Manufacturing sector.
b. Over 350,000 USD (or equivalent) with over 20 Employees - for Sales & Service sector.
2.2 For Professionals
President, Chairman of the Board, Managing Partner or Senior Partner (including other Senior Positions). Should hold the top position of a qualifying company or division. Must be directly responsible for all operations of the business or the division.
a.Minimum 130,000 USD (or equivalent) annual income / compensation.
b.The turnover of corporate should be 5 million USD with over 150 employees.
2.3 For Young Leaders
Individual ranging from the age 18 to 30 years.
a. Entrepreneurs: Who is an owner, founder or co-founder of a company whose annual turnover is over 150,000 USD (or equivalent) with over 15 employees.
b. Professional: Annual income / compensation must be 50,000 USD and above.
3. If any member ceases to hold such position as mentioned in paragraph 2.1 to 2.3 above, then DLC may at its sole discretion terminate such members membership upon 7 days written notice.
4. DLC reserves the right to waive any or all of the eligibility criteria as it may deem necessary for the purpose of achieving the objectives of DLC.
5. MEMBERSHIP APPLICATION
5.1. An application form will be provided to you by the representatives of DLC. Along with your application, you are required to submit proof that you comply with the eligibility criteria as specified in paragraph 1 above. Further, you agree to submit all such documents as may be required by the representatives of DLC to process your application.
5.2. DLC reserves the right to reject your application and refund fees wherein applicable upon failure to meet the eligibility criteria.
6. CHAPTER MEMBERSHIP
It is hereby clarified that a member may obtain membership for more than one Chapter. However, the same will be subject to review of application as provided in paragraph 2 above by such Chapter and the respective membership fees.
7. MEMBER BENEFITS
7.1. As a part of membership with DLC, the member shall have access to the following
(a) DLC Forums: Forums are a complete gamechanger in a Leader’s Personal, Professional & Intellectual Life. DLC Forum is 360 degree Support platform which constitutes a peer group of 6 to 10 members which remain together for life and meet once a month in a non-competing, non-judgemental & highly confidential environment.(b) Events:
7.1. As a part of membership with DLC, the member shall have access to the following
(a) DLC Forums:DLC Intellect Popups: Each DLC Chapter will host 6 theme-based events a year which will be an ensemble of professional learning, recreation and entertainment. DLC Intellect PopUp events will also have curated luxury lifestyles exhibitions for the entire family. You and your family may attend up to any 6 Intellect PopUps a year across any of our chapter cities globally.
Global summit: Global leaders and experts will be invited to speak at DLC Global summits to be held in India. With a total of 12 Global Summits dedicated to various specialised knowledge streams under the DLC umbrella these conferences will be curated by our Committee members.
DLC Retreat: Chapter wise and international Retreats at incredible locations with Avant Garde hospitality.
(C)Knowledge :Curated propriety business and lifestyle knowledge from 26 domains more than 2300 domain experts with perspective across 46 countries meant to keep you, your business and family ahead of the curve.
(d) Brand collaboration:DLC members will have access to some of the best deals and experiences from the leading global brands under business and lifestyle committees.
(e) Social Impact:The power of an idea can change the world. 54 causes ,2 encompassing themes. The DLC Social Impact Communities are committed to touch human lives positively and heal the planet.
(f) DLC Genie:Its lonely at the top and there is a need for a platform and support system .DLC genie has been conceptualised precisely to deliver this support system using the power of DLC Global Community.
Members who wish to join a Forum will be mandated to be a part of an Interorganizational Forum after 1 year to cause a social impact.
DLC requires continued participation for social impact by its members. Each member of DLC agrees to participate in at least one of the social impact community . If at any time a member is not a part of any of the social impact community offered by DLC, DLC may at its sole discretion terminate the non-participating members’ membership.
Chapter members will drive DLC Intellect PopUp events and generate sponsorship for the local chapter events. The money generated will be spent on that Chapter city Intellect PopUp events only and accounts will be published online.
11.1. The membership fees of USD 4,000/- Plus applicable taxes, if any, shall be applicable on a yearly basis. DLC reserves the right to revise the membership fees as it may deem appropriate.
11.2. Membership fees are non-refundable
11.3. The account details for remittance of the membership fees shall be indicated to you at the time of registration.
11.4. Your membership becomes effective only upon successful payment of the applicable membership fees.
11.5. Renewal of membership shall be due upon expiry of one year from the date of obtaining your membership. You must pay the requisite membership fees indicated to you at the time of renewal. In the event you fail to pay such fees within a period of five days from the date of expiry, your membership with DLC will be terminated and you will not be eligible to access any of the DLC benefits. The renewal fees, as applicable at the relevant time, should be paid at least 15 days before the expiry .
12.1. You declare and undertake that, information and content provided by you, including, but not limited to, information during creating a membership account on the Website:
(a) is owned by you, and that you otherwise have all necessary rights to such content and the rights to use it, and for its use as per this Policy;
(b) is true, accurate, current and complete, and not misleading, and does not violate this Policy; and
(C) shall not cause injury to any other person.
12.2. You agree not to use another member’s membership account nor provide access to your membership account to any third party. Further, you agree to keep your account password secure and that you shall be responsible for any activity that may occur on your membership account.
12.3. You shall not disclose and shall maintain in strict confidence of your Website login id and credentials. If you know or suspect that someone else knows your Website login id, you should notify us immediately, failing which DLC may temporarily suspend your membership account. DLC shall not be held liable for any loss that may occur due to the unauthorised access by any person with your Website login id.
12.4. You agree and undertake to abide by the Terms of Use, Privacy Policy, Code of Conduct of DLC and such other policies adopted by DLC and as amended from time to time.
12.5. You agree and undertake to comply with the provisions of the legal legislation and not to violate them when using the Website. Otherwise, all legal and penal obligations will be completely and exclusively connected to you.
12.6. You agree and undertake not to distribute any part or content of the Website without DLC’s prior written consent.
12.7. You agree and undertake not to use the content displayed on the Website for any commercial purposes unless you obtain DLC’s prior written approval.
12.8. You agree and undertake that all information and content displayed on, transmitted through, or used in connection with the Website, including for example reviews, directories, guides, text, photographs, images, illustrations, audio clips, video, html source and object code, trademarks, logos, and the like, as well as its selection and arrangement, shall always belong and remain the property of DLC.
12.9. You agree and undertake not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Website in a manner that sends more request messages to DLC’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.
12.10. DLC takes no responsibility for any content or third party services that are displayed on the Website, and further, you shall be solely responsible for such actions by making use of such content available on the Website.
12.11. DLC reserves the right to amend, revise or revoke the terms of this Policy at any time without notice. Any such amendment, revision or revocation shall be effective in respect of all members at the time of publication.
12.12. You covenant and agree that during the subsistence of your membership and for a period of 1 year after the termination of membership, you shall not use the DLC database that may be made available to you or may have come to your possession at the time of your membership.
12.13. You covenant and agree that during the subsistence of your membership and for a period of 1 (one) year after the termination of membership, you shall not, directly or indirectly:
(a) attempt in any manner to solicit from any client / customer, except on behalf of DLC, business of the type carried on by DLC or to persuade any person, firm or entity which is a client / customer of DLC to cease doing business or to reduce the amount of business which any such client / customer has customarily done or might propose doing with DLC whether or not the relationship between DLC and such client / customer was originally established in whole or in part through you or your efforts; or
(b) employ or attempt to employ or assist anyone else to employ any person who is in the employment of DLC at the time of the alleged prohibited conduct, or was in the employment of DLC at any time during the preceding 12 (twelve) months; or
(C) initiate any new activities that could be in competition to DLC’s existing or proposed business activities through any vehicle other than DLC; or
(d) engage in any business that would directly or indirectly, compete with the content or the services of DLC.
12.14. Parties agree that without the prior express written consent of the other Party, no Party shall directly or indirectly make any announcements, notices, press releases, reporting or other statements, whether to or in the press, public forums, social media, third parties or otherwise, that refer to the name or identity of DLC or its partners, beneficiaries or affiliates, or the members in relation to the confidential information discussed at the Forum.
13.1. DLC reserves the right to terminate your membership, without notice, upon occurrence of the following:
(a) If you breach any term under this Policy;
(b) If you infringe any copyright;
(C) If you violate any applicable law;
(d) If your use of the Website disrupts the operations of our business or affects any other user; or
(e) If your behaviour is regarded as inappropriate or unlawful or illegal or which would bring any claims against DLC.
13.2 DLC may terminate your membership by serving 7 days written notice in the following events:
(a) If we have reasons to believe that the Website has been or may be misused, then we reserve the right to suspend your membership account or require you to change your password and the same will be notified to you.
(b) You agree not to create any ‘WhatsApp’ group or any other form of group with other members of DLC, and further acknowledge that creation of any such group could lead to termination of your membership with DLC.
(C) Members will be bound by Non-compete clause under which no members by herself/himself/itself or on behalf or in conjunction with any other entity engage in the business that is similar to DLC or call on solicit the business similar to DLC nor interfere in the business of DLC by inducting an employee of DLC or by inducing a member of DLC as violation of this clause will lead to the termination of membership with DLC.
13.2.1 Any termination of your membership account shall not affect any liability previously incurred by you.
13.2.2 Upon termination of your membership, you will immediately cease to have access to any of the membership benefits mentioned in paragraph 7 of this Policy.
14.1 DLC, its affiliates, subsidiaries, their respective DIRECTORS/ partners, officers, employees (“DLC Group”) do not make any representations and warranties about the correctness, completeness, reliability and accuracy of the information published on the Website. DLC GROUP EXPRESSLY DISCLAIMS ALL AND ANY IMPLIED OR EXPRESS WARRANTIES. DLC GROUP ASSUMES NO RESPONSIBILITY WHATSOEVER IN RESPECT OF, OR ARISING OUT OF, OR IN CONNECTION WITH THE CONTENTS AND INFORMATION OF THE WEBSITE. BY ACCESSING THE WEBSITE, YOU EXPRESSLY WAIVE ALL AND ANY LIABILITY OF DLC GROUP, IF ANY, AND ANY ACTION YOU TAKE UPON THE INFORMATION YOU FIND ON THE WEBSITE, IS STRICTLY AT YOUR OWN RISK.
14.2 DLC shall not be responsible for any damage suffered by you from use of the Website. This includes loss of revenue/data resulting from delays, pricing issues or interruptions while using the content on the Website as may occur because of any act/ omission. This disclaimer of liability also applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.
14.3 In no event will DLC, its affiliates, agents, suppliers or licensors be liable for indirect, special, incidental, and/or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) that may arise directly or indirectly from the use of (or failure to use) or reliance on the content uploaded on the Website, even if DLC has been advised of the possibility that such damages may arise. DLC does not guarantee the accuracy, content, or timeliness of the content displayed on the Website or that they are free from viruses or other contaminating or destructive properties.
14.4 From our Website, you can visit other websites by following hyperlinks to such external sites. While we strive to provide only quality links to useful and ethical websites, we have no control or access over the content and nature of these sites or any payment links and whether such payment links are genuine or otherwise. These links to other websites do not imply or deemed to imply a recommendation for all the content found on these sites. Site owners and content may change without notice and may occur before we have the opportunity to remove a link which may have gone 'bad'.
14.5 TO THE FULLEST EXTENT PERMITTED BY LAW, DLC, INCLUDING ITS DIRECTORS, AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G., OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G., DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES
You are expected to maintain confidentiality as per DLC’s confidentiality policy
A member shall not assign or transfer its rights, obligations or privileges under this Policy. All such rights, obligations and privileges are personal to each member.
16.1 This Policy shall be governed by and construed in accordance with the laws of India.
16.2 All disputes arising out of this Policy shall be subject to the exclusive jurisdiction of the courts in Mumbai.
1. As an organization we conduct our business honourably and have integrity as the core of our organizational values. DLC maintains professional level of service and thus promotes an ethical way of interaction and working in case of all the members as given below:
1.1. To establish a culture of openness, trust, and integrity in business practices within DLC;
1.2. To act and maintain a high standard of integrity and professionalism;
1.3. To strictly maintain confidentiality of its members;
1.4. To not tolerate any wrongdoing or impropriety at any time;
1.5. To have mutual respect, promote a team environment and avoid the intent and appearance of unethical or compromising practices;
1.6. To encourage open dialogue, get honest feedback and treat everyone fairly, with honesty and objectivity;
1.7. To not tolerate harassment or discrimination on the basis of gender, race, colour, sexuality, disability, age, nationality, caste, religion, income, class, and spiritual belief;
1.8. To not use corporate assets or business relationships for personal use or gain; and
1.9. To use only legitimate practices in commercial operations and in promoting DLC position on issues before governmental authorities.
2.1. Members are expected to act in accordance with the highest standards of personal and professional integrity, independence, honesty, and ethical conduct including use of utmost care and sound judgement in good faith while making business decisions.
2.2. To exercise fairness, equality, courtesy, consideration and sensitivity in dealing with other members and their differing viewpoints.
2.3. Social Events/ Business must be done through lawful, ethical, and fair means and must bring about a reputation of ethical business dealings by DLC. There shall be no room for discrimination, harassment, retaliation, or any form of corruption and/or conduct that is likely to bring discredit to DLC.
2.4. To avoid apparent conflict of interests, and to promptly disclose to a DLC representative any interest which may constitute a conflict of interest.
2.5. Each member is expected to be punctual and regular in their attendance.
2.6. To fulfil all its obligations including timely payment of membership fees.
2.7. To abide by policies, procedures and lawful directions that relate to your membership with DLC.
2.8. To comply with all applicable laws of the relevant jurisdiction.
DLC believes in competing for business diligently, openly, and honestly. Members shall not misrepresent DLC offerings; make false or misleading claims about DLC offerings; or make false or misleading statements about the DLC offerings or service performance.
4. Members to conduct business in accordance with the letter, spirit, and intent of all relevant laws and to refrain from any illegal, dishonest, or unethical conduct.
5. In general, the use of good judgment, based on high ethical principles, will guide the members with respect to lines of acceptable conduct. If a situation arises where it is difficult to determine the proper course of action, the matter should be discussed openly with the immediate head of the Chapter for advice and consultation.
Appearing for the social events under the influence of alcohol, non-prescribed drugs or controlled substances violates DLC’s policy. Any member found to be violating this policy would be subject to the disciplinary procedure including dismissal. The possession, use or sale of drugs on DLC premises is deemed to be a gross misconduct and would result in dismissal of the member.
7.1. DLC maintains a personal file on each member. The file includes such information as the member’s application, documentation and details submitted at the time of application and documentation of performance.
7.2. Member files are the property of DLC, and access to the information they contain is restricted. Generally, only human resource personnel will have access to these files. Members who wish to review their own files should contact the human resource department with reasonable advance notice. Members may review their own personal files in DLC office and in the presence of an individual appointed by DLC to maintain the files.
7.3. It is the responsibility of each member to promptly notify DLC of any changes in member data. Personal mailing addresses, telephone numbers and names of the dependents, individuals to be contacted in the event of an emergency, educational accomplishments, and other such status reports should be accurate and current at all times. If any personal data has changed, notify the human resource department of DLC.
DLC relies upon the accuracy of the information contained in the membership application, as well as the accuracy of other data presented throughout the onboarding process, any misrepresentation, falsification, or material omissions in any of this information or data may result in the exclusion of the individual from further consideration for membership or if the person is provided the membership, termination of membership.
Serious breach of the terms of the membership policy or gross misconduct may result in termination of membership. Such acts include:
1.1. Theft, fraud, and deliberate falsification of records;
1.2. Physical violence;
1.3. Serious bullying or harassment;
1.4. Deliberate damage to property;
1.5. Serious insubordination;
1.6. Misuse of an DLC’s property or name;
1.7. Serious negligence which causes or might cause unacceptable loss, damage, or injury;
1.8. Serious infringement of health and safety rules;
1.9. Serious breach of confidence;
1.10. Irregular attendance: repeated or excessive absence, tardiness, or early departures/ late comings without approval;
1.11. Unreported or unapproved absence (including overstay of leave);
1.12. Falsification or manipulation in background verification process or employment records, employment;
1.13. Neglect of normal duties and functions;
1.14. Engaging in any illegal activities;
1.15. Causing damage to the property of DLC, its clients, or their respective personnel
1.16. Corruption, fraud, or misappropriation of funds;
1.17. Failure to comply with the policies, guidelines, rules, and regulations of the Company;
1.18. Failure to adhere to applicable laws;
1.19. Any act prejudicial to or in conflict with the interests of the Company.
2.1. Disciplinary action emphasizes and encourages improvement in the conduct of the member where they are failing to meet the expected standard of behaviour, and not as a means of punishment. The procedure will help to ensure that the members are fully aware of the standards of performance, action and behaviour required of the members.
2.2. Every effort will be made to ensure that any action taken under this procedure is fair, with the members being given the opportunity to state the member’s case and appeal against any decision that the member considers to be unjust.
2.3. Disciplinary action, where necessary, is taken speedily and in a fair, uniform, and consistent manner.
2.4. The membership will not normally be terminated for the first breach of discipline, except in the case of gross misconduct.
In the case of minor infringements, the member will be given a formal oral warning which will be recorded by email too. Member will be advised of the reason for the warning, that it constitutes the first step of the disciplinary procedure and of their right of appeal.
3.2. Written WarningWhere there is a failure to improve or change the behaviour during the currency of prior warning, or where the infringement is sufficiently serious, the member will normally be given a written warning.
3.3. Dismissal or Other Disciplinary ActionIf the member’s conduct or performance still fails to improve, the final step will be termination of membership.
4.1. A member wishing to appeal against the disciplinary action must notify the human resources department or the chief executive officer in writing about the grounds for the appeal within seven days of the intimation of disciplinary action. .
4.2. The human resources department head or the chief executive officer will hear the appeal or in case of an appeal against actions by the department head, the appeal will be heard by the chief executive officer or in his/her absence a duly delegated person.
DLC prohibits harassment of any kind, including sexual harassment, and will take appropriate and immediate action in response to complaints or knowledge of violations of this Code. For purposes of this Code, harassment is any verbal or physical conduct designed to threaten, intimidate or coerce a member, co-worker, or any person working for or on behalf of DLC.
1. The following examples of harassment are intended to be guidelines and are not exclusive when determining whether there has been a violation of this Code:
1.1. Verbal harassment includes comments that are offensive or unwelcome regarding a person’s national origin, race, colour, religion, age, sex, sexual orientation, pregnancy, appearance, disability, gender identity or expression, marital status or other protected status, including epithets, slurs and negative stereotyping.
1.2. Nonverbal harassment includes distribution, display or discussion of any written or graphic material that ridicules, denigrates, insults, belittles or shows hostility, aversion or disrespect toward an individual or group because of national origin, race, colour, religion, age, gender, sexual orientation, pregnancy, appearance, disability, sexual identity, marital status or other protected status.
1.3. Sexual harassment includes any one or more of the following unwelcome acts or behaviour (whether directly or indirectly or by implication) namely: (i) physical contact and advances; or (ii) a demand or request for sexual favours; or (iii) making sexually coloured remarks; or (iv) showing pornography; or (v) any other unwelcome physical, verbal or non-verbal conduct of sexual nature.
2. COMPLAINTS REDRESSAL COMMITTEE
Any person or member who is being harassed by any member of DLC or notices some other person being harassed or has any other concern whatsoever may inform the members of the complaints redressal committee (“CRC”).
CRC consists of:
Name: [•] Ms. Pearl Jimmy Mistry
Designation: [•]Director
Contact number: [•]+919664467000
Email address: [•]pearlmistry@dellaleaders.com
Name: [•] Ms. Shilpi Singh
Designation: [•]Director
Contact number: [•]+918291850811
Email address: [•]shilpisingh@dellaleaders.com
3.1. The victim of harassment may make, in writing, a complaint of harassment to CRC within a period of three months from the date of the incident and in case of a series of incidents, within a period of three months from the date of last incident.
3.2. CRC may for the reasons to be recorded in writing, extend the time limit not exceeding three months, if it is satisfied that the circumstances were such which prevented the victim of such harassment from filling a complaint within the said period of three months.
3.3. Complaint can be filed irrespective of whether the harassment has taken place on or off the DLC premises.
4.1. The CRC may before initiating an inquiry and at the request of the victim take steps to settle the matter between victim and the respondent through conciliation provided no monetary settlement shall be made as a basis of conciliation.
4.2. Where a settlement is arrived through conciliation, the CRC shall record the statement so arrived at and take action as specified in the recommendation. The CRC shall provide the copies of the settlement as recorded above to the victim and the respondent.
4.4. Where CRC arrives at the conclusion that the allegation against the respondent has been proved, it shall forthwith:
(a) Temporarily ban the respondent from DLC; or
(b) Permanently terminate membership with DLC.
DLC understands that it is difficult for the victim to come forward with a complaint of harassment and recognizes the victim’s interest in keeping the matter confidential. To protect the interests of the victim, the accused person and others who may report incidents of harassment, confidentiality will be maintained throughout the investigatory process to the extent practicable and appropriate under the circumstances.
DLC is committed to ensuring that no member who brings forward a harassment concern is subject to any form of reprisal. Any reprisal will be subject to termination of membership with DLC and its affiliates. DLC will ensure that the victim or witnesses are not victimized or discriminated against while dealing with complaints of harassment. However, anyone who abuses the procedure (for example, by maliciously putting an allegation knowing it to be untrue) will be subject to disciplinary action including termination of membership.
1. “Confidential Information” means and includes, all information, data, documents and materials relating to the purpose and objectives of DLC, including the work, assets and operations of DLC and/or its affiliates, businesses, undertakings, establishments, employees, vendors, consultants, investors, business partners, affiliates or any other persons or entities associated with DLC:
1.1. That maybe disclosed or made available to the member by DLC or its partners, officers, employees, representative, advisors, consultants;
1.2. That you may gain or gather from any source identified by DLC during the term of the membership;
Without limiting the generality of the foregoing, Confidential Information (whether made available in written, verbal, machine recognizable, graphic, sample or electronic form) shall also be included without limitation – non-public commercial, technical or financial information trade secrets, know-how, patent and ancillary information and other proprietary information, content, audios, videos, audio-visual content (including any conversions, transcodes, etc.), files, articles, literature, writings, documents, manuals, images, illustrations, drawings, photographs, sketches, models, design or performance specifications, analysis, compilations, studies, research, reviews, investigations, notes, business plans, business models, business and accounting practices and records, business methods, market research, database, business tools, customer/client lists and data, enabling software, applications, source codes, object codes, websites, domain names, business processes, computer programs, processes, procedures, presentations, discussions, dialogues, scripts, creatives, media (planning and buying) plans, rates, ideas, concepts, raw and final content, design, technology, marketing, commercial knowledge, personnel/employee information, third party confidential information, information communicated or obtained through discussion, any information or materials to which the member gains access, directly and/or indirectly, and the proprietary information of DLC, regardless of the form, format, mode or media.
2.1. DLC shall disclose so much of its Confidential Information to its members as DLC deems appropriate in the circumstances.
2.2. Members shall not, save and except as expressly permitted herein, disclose the Confidential Information to any third party. The members shall use the same degree of care to protect the Confidential Information of DLC as it uses to protect its own confidential information, which shall, in no event, be lesser than the reasonable degree of care required.
2.3. In consideration of any Confidential Information received, learned, acquired or derived, the members undertake, where appropriate:
(a) to treat the Confidential Information as strictly confidential, not to divulge to any third party or sell, trade, publish, reproduce, reverse engineer, or release publicity or announcements concerning any of the Confidential Information, in any manner, without DLC’s prior written consent;
(b) not to put in use the Confidential Information for any purpose unrelated to the membership;
(C) in the event of any authorised disclosure of Confidential Information, to limit such disclosure strictly to that which is necessary to achieve the purpose of its membership with DLC.
(a) Confidential Information shall not include information that the member can establish (i) at the time of disclosure, is, or, after disclosure, becomes generally known or available to the public through no act or failure to act by the member intentionally or unintentionally; (ii) was rightfully acquired and free from restrictions from a third party having an unrestricted right to disclose the same;
(b) Specific Confidential Information shall not be deemed to be within any of these exclusions merely because it is embraced by more general published or available information. In addition, any combination of features shall not be deemed to be within the exclusions merely because individual features are within the exclusions, but only if the combination itself and its principle of operation are within the exclusions.
3.1. Member acknowledges that the Confidential Information of DLC and all copies thereof remain the property of DLC and its disclosure shall not confer on the member any ownership right to, or in, the Confidential Information beyond those granted by this Agreement.
3.2. Any Confidential Information transmitted in accordance herewith shall not be construed to grant any rights in or licenses to the Confidential Information, to the member.
All rights to the Confidential Information shall remain vested in DLC and DLC may demand the return thereof at any time upon giving written notice to the member. Within 10 days of receipt of such notice, the member shall return all of the original Confidential Information and shall destroy all copies and reproductions (including those in electronic form) in its possession. The member shall forthwith notify DLC, in writing, regarding such deletion/destruction of the copies of the Confidential Information. Further, upon termination of the member’s membership, the member shall forthwith return the Confidential Information, in its possession, to DLC or destroy all copies and reproductions (including those in electronic form) in its possession.
High standards of business and personal ethics shall be observed by the members of DLC in conducting their duties and responsibilities. The members shall practice honesty and integrity in fulfilling their responsibilities, in compliance with the applicable laws. Any ethics violations or suspected violations shall be reported by the members in accordance with the Whistle-blower Policy.
2. PROTECTION FROM ANY ADVERSE CONSEQUENCESAny member who reports an ethics violation or suspected violations in good faith shall not be subjected to harassment, retaliation or adverse consequences of any nature at the hands of the other members or the DLC. Any member found in violation of this paragraph shall face sanctions up to and including termination of membership.
3. REPORTING VIOLATIONSDLC has an open door policy and the members shall be at the liberty to share their questions, concerns, suggestions or complaints. The members are all required to report ethics violations or suspected ethics violations to the chief executive officer, standing finance committee chair or the audit/governance committee chair. In the event a member is not satisfied or is uncomfortable with the DLC’s open door policy, direct contact shall be made with the chief executive officer or the chairman of the board of directors.
4. INVESTIGATIONSIt shall be the responsibility of DLC to investigate and resolve all reported complaints and allegations concerning ethics violations or suspected violations within 7 days business days or such number of days, as the nature of the complaint may reasonably warrant. Those responsible for the investigations shall directly report to the chief executive officer, standing finance committee chair or the audit/governance committee chair.
5. ACTING IN GOOD FAITHAny member who files a complaint concerning a violation or suspected violation must act in good faith and establish reasonable grounds for believing the information disclosed indicates a violation. Any unsubstantiated, malicious or knowingly false allegations shall be regarded by DLC as serious acts of violation justifying sanctions up to and including termination of membership.
6. CONFIDENTIALITYThe members shall be at a liberty to disclose information concerning violations or suspected violations on a confidential basis, with the option to anonymously submit violations or suspected violations. Best possible efforts shall be made by DLC to keep reports of violations or suspected violations confidential, to the extent possible, in consistence with the need to conduct an adequate investigation.
Appendix:
1. General Terms of the agreement:
• Purpose:
• Intellectual Property License
• Global Privacy Laws
• Compliance with Law: Any Member shall not export, directly or indirectly, any technical data acquired from DLC, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations
• Amendment : This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by a duly authorized DLC representative and each Member hereto, and any of the terms thereof may be waived, only by a written document signed by each Party to this Agreement or, in the case of waiver, by the Party or parties waiving compliance.
• Governing Law : This Policy shall be governed by and construed in accordance with the laws of India.
• All disputes arising out of this policy shall be subject to the exclusive jurisdiction of the courts in Mumbai.
• Severability : If any provision or part thereof of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions or parts thereof of this Agreement shall continue to remain in full force without being impaired or invalidated in any way, to the maximum extent possible consistent with the intent of the Parties in entering into this Agreement.
• Waiver : No waiver of any right under this Agreement shall be deemed effective unless contained in writing signed by all the Parties to this Agreement. No waiver of any breach or failure to perform shall be deemed to be a waiver of any future breach or failure to perform or of any other provisions of this Agreement.
• FORCE MAJEURE: Other than payment obligations, each Party hereto shall be excused from the performance of its obligations hereunder in the event such performance is prevented by force majeure, and such excuse shall continue for so long as the condition constituting such force majeure and any consequences resulting from such condition continues. For the purposes of this Agreement, force majeure shall mean causes beyond either Party's reasonable control including acts of God; war, riot or civil commotion; terrorist activities; damage to or destruction of production facilities or materials by fire, earthquake, storm or other disaster; strikes or other labor disturbances; epidemic; pandemic , failure or default of public utilities or common carriers; and other similar acts.
• Severability. All provisions of this Agreement are deemed to be separate and distinct covenants. If any term or provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect or impair any other term or provision of this Agreement or invalidate, impair, or render unenforceable such term or provision in any other jurisdiction.
• Counterparts and E signature: This Agreement may be executed between the Members and DLC hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. The Parties agree that execution of this Agreement by exchanging facsimile, PDF, or e-Signature signatures shall have the same legal force and effect as the exchange of original signatures.
