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TERMS AND CONDITIONS OF RED TEAM MEMBERSHIP
THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY.
These terms and conditions of “Red Team” membership ("Terms & Conditions") in the Institute for the Study of Succession and Continuity (the "ISSC") supersede all prior versions of the Terms & Conditions previously in effect. You agree that your use of any of ISSC's websites is subject to the terms of use referenced on such website, except to the extent that a website's terms conflict with these Terms & Conditions, in which case these Terms & Conditions shall control.
ISSC may offer translations of these Terms & Conditions in languages other than English for the convenience of “Red Team” Members, but the English version shall control over any such translations.
OVERVIEW AND ACTIVITIES
“Red Team” members are groups of professionals and consultants in various industries and specialties who educate and share insights with students and faculty of higher education institutions, independent researchers, research organizations, and representatives and/or agents of city, state, and/or federal governments, business leaders and other organizations and professionals (individually, "Client," and collectively, "Clients").
ISSC provides opportunities for “Red Team” members to participate in different types of projects ("Projects") and activities (“Activities”), such as war games, simulations and modeling, may also be eligible to participate in additional types of Projects, including Projects that require greater time commitments, and may be eligible to participate in other non-Project activities and interactions, such as:
- Participating in online and/or real-world discussions with other “Red Team” members and/or Clients; and
- Engaging in other networking, research and educational opportunities.
MEMBERSHIP POLICIES
You should be responsible for contacting appropriate persons within your organization (if applicable) to confirm that your participation is permissible and to receive any consents required. It is your responsibility to determine whether it is appropriate for you to join the “Red Team.”
As a “Red Team” Member, you acknowledge that you have no authority to act on behalf of ISSC. You agree that you are not eligible for any ISSC or Client employment benefits based on your participation in the “Red Team” project and activities, and you shall not identify any Client or ISSC as your employer. You agree that you are joining the “Red Teams” in your individual capacity and not as a representative of any other company or organization, except as otherwise agreed in writing between such organization and ISSC.
You represent that you will read and understand the contents of the “Red Team Manual: A Guide to the Art and Science of W. A. R. Against the USA."
If you are unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a “Red Team” Member.
MEMBERSHIP RIGHTS AND OBLIGATIONS
Generally. Member agrees to pay the annual fees established for its Membership Class, as may be amended from time to time in accordance with the Bylaws.
Compliance with Policies. Member agrees to abide by, and shall have all applicable rights and obligations as set forth in the Terms and Conditions.
Authority to Execute Agreement. Member hereby represents, warrants and covenants to ISSC that (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any agreement to which Member is a party or by which it is otherwise bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of Member, enforceable in accordance with its terms.
No Other Licenses. By executing this Agreement, Member neither grants nor receives, by implication, estoppel, or otherwise, any rights under any copyright, patents or other intellectual property rights of ISSC or another Member.
No Warranty. ISSC AND MEMBER EACH ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL INFORMATION PROVIDED TO OR BY ISSC UNDER THIS AGREEMENT IS PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ISSC AND MEMBER EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH INFORMATION.
Limitation of Liability. IN NO EVENT WILL EITHER ISSC OR MEMBER BE LIABLE TO EACH OTHER OR ANY OTHER MEMBER OR THIRD PARTY UNDER THIS AGREEMENT FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
Governing Law. This Agreement shall be construed and controlled by the laws of the State of New York without reference to conflict of laws principles.
Complete Agreement; No Waiver. This Agreement, including all attachments, sets forth the entire understanding of ISSC and Member and supersedes all prior agreements and understandings relating hereto, unless otherwise stated in this Agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
Amendment. Member shall be given at least thirty (30) days prior written notice of the effective date of an amendment agreed to in accordance with the Bylaws. No amendments, modifications or additions to or deletions from this Agreement shall be binding unless accepted in writing by authorized representatives of ISSC and Member. If Member does not agree to a modification to this Agreement that was approved in accordance with the Bylaws, this Agreement and Member’s membership in “Red Teams” shall be terminated. Amendments shall be prospective only unless otherwise agreed to by the Member and ISSC.
No Rule of Strict Construction. Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but collectively shall constitute one and the same instrument.
Compliance with Laws. Anything contained in this Agreement to the contrary notwithstanding, the obligations of ISSC and Member shall be subject to all laws, present and future, of any government having jurisdiction over ISSC and Member including, without limitation, all export and re-export laws and regulations. It is the intention of ISSC and Member that this Agreement and all referenced documents shall comply with all applicable laws and regulations.
Assignment. Member may not assign its rights or obligations under this Agreement without the prior written consent of ISSC or as otherwise set forth in the Bylaws. For purposes of this Agreement, an assignment shall be deemed to include a transfer or sale of all or substantially all of the business of Member, or a merger, consolidation or other transaction that results in a change in control of Member.
Force Majeure. Neither ISSC nor Member shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
PARTICIPATION IN THE “RED TEAMS”
At all times during your participation in the “Red Teams,” you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions and applicable law.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR PLATFORM ACTIVITY THAT WOULD RESULT IN A VIOLATION OF APPLICABLE LAW OR YOUR OBLIGATIONS TO THIRD PARTIES, OR THAT PRESENTS A CONFLICT OF INTEREST.
While there may be many limitations on the scope of your participation and subjects you may discuss depending upon your particular circumstances, you specifically agree that at a minimum you shall not do any of the following at any time in connection with a project, activity, or otherwise in connection with your participation in the “Red Teams:”
- Disclose material, nonpublic information about an organization or institution;
- Disclose information that you have a duty or have agreed to keep confidential (e.g., by agreement, obligations, fiduciary duty, etc.);
- Disclose information that you obtained from any person who expects you to keep it confidential or that you believe to be confidential;
- Participate in any project or activity if doing so would violate applicable law or any agreement with -- or other obligation to -- any person, employer, former employer or other entity;
- Disclose any trade secrets or other proprietary information not owned solely by you;
- Consult for clients you reasonably believe to be similar to the research background of ISSC that employs you or on whose board of directors you serve.
You further agree that:
- if you are an employee or director of an organization, you will decline to participate in projects or activities the topic of which is that organization, and that you will not discuss or disclose information about that organization, such as its performance, strategy, or products, without the express written consent of the organization;
- if you are a lawyer, you will not give legal advice in connection with an ISSC or “Red Team” project or activity and do not establish an attorney-client relationship with clients through projects or activities; and
- if you are an employee or agent of a public international organization (e.g., WHO, World Bank, United Nations, etc.) or government owned/controlled organization or are a government official or government agency official, member of party, or candidate, whether in the U.S. or elsewhere, you will not discuss legislation, regulation, policy, contracts or other business that you are in a position to vote upon or otherwise influence.
If you become concerned with the nature of any inquiry or project, you must discontinue your participation and notify ISSC immediately by emailing feedback@greatestchallenge.com.
You agree to cooperate fully in any “Red Teams” concerning actual, alleged, or potential violations of these Terms & Conditions.
“RED TEAM” MEMBER INFORMATION
You agree to provide ISSC with accurate and complete biographical information. This includes a verifiable mailing address and a most recent photo. ISSC or its Clients may ask you for other information about yourself, including your ability, availability or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your “Red Team” Member Profile and any photographs or images you choose to add to your profile, are your "Red Team" Member Information. You are solely responsible for your “Red Team” Member Information. While ISSC may revise “Red Team” Member Information on your behalf based upon information provided by you or others, you have a duty to monitor and ensure the accuracy of your “Red Team” Member Information. You agree not to accept any project or consult with any client unless your “Red Team” Member Information is accurate, complete and current. You understand that ISSC, Clients and ISSC’s third party partners are entitled to rely on your “Red Team” Member Information.
ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS
Your participation in projects and activities is always at your discretion. ISSC makes no representation regarding the frequency, quantity or type of invitations to projects or activities you will receive or in which you will be chosen to participate. You may not assign projects or activities or delegate any portion of your work thereon to others (including without limitation to any other employees of your firm) without ISSC’s prior written consent.
All interactions must be set up through ISSC or its systems. Clients are not authorized to expand the scope of a project except to the extent ISSC has agreed otherwise in writing.
COMMUNICATION WITH NON-“Red Team” MEMBERS
If you speak with a person who is not in the “Red Team” in connection with any project, you agree:
- not to describe yourself as working for or on behalf of ISSC or the “Red Team;”
- not to disclose to such person that you are acting on behalf of ISSC or the “Red Team;”
- not to pay, give anything of value to, or otherwise compensate such person (or promise to do any of the foregoing) to provide you with information; and
- not to solicit information that you believe the person, if he/she were a “Red Team” Member, could not disclose under these Terms & Conditions.
NON-SOLICITATION OF CLIENTS
Membership in the “Red Teams” is exclusive. However, there is no minimum time commitment unless otherwise agreed in writing. As a condition to participation in the “Red Teams,” you agree not to knowingly solicit projects from or propose or agree to any kind of consulting or employment arrangement with such party directly or indirectly without written permission of ISSC for a period of two years from the most recent project with or introduction to such Client. This non-solicitation provision does not prohibit a “Red Team” Member from being retained by a Client to provide legal advice. For a period of one year after the termination of your relationship with ISSC and the “Red Team,: you also agree not to knowingly solicit for employment any employee of ISSC or any Clients to whom you have been first introduced due to your “Red Team” status.
MEMBER PROGRAMS
“Red Team” Members who are registered into Member Programs may be eligible to participate in additional types of projects, such as in-person meetings and events, written deliverables, blogs and in-depth engagements.
You acknowledge that ISSC in its sole discretion may determine your eligibility for and designate you for the Member Programs or other tiers that may exist from time to time. The ISSC Members program is subject to an additional written agreement with you which supplements these Terms and Conditions.
EXPERT WITNESS ENGAGEMENTS
If a law firm decides to retain you as an expert witness in a project, such firm may choose to enter into a separate written retention agreement with you for expert witness services (such an agreement, a "Retention Agreement"), and such Retention Agreement shall control over any inconsistent terms in the Terms & Conditions with respect to the relationship between you and such law firm Client and your obligations to such law firm Client and its client in connection with the expert witness Project. Such Retention Agreement would not modify your obligations to ISSC under these Terms & Conditions or otherwise.
“RED TEAM” MEMBER CONTENT
You represent that any materials, regardless of format, that you submit, upload to a ISSC website or otherwise provide to a Client or to ISSC (collectively, "Content") is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms & Conditions.
Content Created For Client(s)
If a Client selects you for a Project, Content you create in connection with that Project ("Project Content") is solely owned by the Client (e.g., as a "work for hire") and may be used by such Client for any purpose permitted under that Client's agreement with ISSC, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by ISSC and the Client. Content you create independently of, or prior to, any Project ("Retained Content") remains your property and you retain all rights, title and interest in and to such Retained Content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content included in any Project Content. Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall be owned entirely by and shall be proprietary to the Client.
Other Content
Syndicated Content: You retain ownership to Content that you submit for sale or license to Clients other than in connection with a Project ("Syndicated Content"); however, you provide ISSC a limited license to market, promote and sell such Syndicated Content on its websites and otherwise, including by showing samples or limited portions of Syndicated Content to potential purchasers (including through third party partner websites), and to process Syndicated Content for use with ISSC's automated search and suggestion systems.
Blogs / ISSC News: You retain ownership to Content that you submit to ISSC News or to any successor or equivalent product or other ISSC blogging platform ("Blog Content"), but you grant ISSC an unlimited license (subject to the "Content License" below) to your Blog Content. You acknowledge that ISSC does not have any obligation to use, post, or deliver any Blog Content you submit and does not endorse your Blog Content.
ISSC Publications: Content that you submit for publication by ISSC ("Publications"), other than Blog Content and Syndicated Content, shall be owned by ISSC and you shall retain no license to use such Content unless otherwise provided by ISSC in the terms of such Publication.
Recordings: ISSC may invite you to participate in an event at which your image and/or voice may be recorded ("Recordings") by ISSC or its agents, such as at a live meeting, webcast, conference or other event or in any on-camera interview. If you participate, you agree, notwithstanding anything else in these Terms & Conditions, that ISSC owns such Recordings and has the exclusive right to attribute such Recordings to you and to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Recordings, in whole or in part, in original form or as edited or modified by ISSC, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
Content License: For all Content other than Retained Content, Syndicated Content, Publications and Recordings, including but not limited to Blog Content and Content submitted in connection with any ISSC seminar, roundtable, webcast or conference, you grant ISSC a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by ISSC, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
Content Release & Indemnification: You additionally release ISSC, and any and all persons acting under its permission or authority from any claim, liability or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend and hold harmless ISSC and its Clients from and against any third party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret or other intellectual property right.
PRIVACY POLICY
You agree that ISSC may collect and retain information about you, including but not limited to your “Red Team” Member Information, ("your information"), and contact you by email, telephone, or otherwise, to process and administer details of your membership in the “Red Teams,” to provide you with opportunities to participate in the “Red Teams,” to assist with required approvals and consents for Project participation, to comply with applicable laws and Client compliance policies, and to tell you about ISSC’s business. You agree that ISSC may also use and analyze the information it collects to administer, support, improve, market and develop its worldwide business. ISSC at all times will protect your information in accordance with ISSC’s Privacy Policy.
ISSC will not disclose your information to Clients and non-Client third parties for the purpose of promoting ISSC 's business, including without limitation by displaying such information on ISSC 's websites, ISSC 's third party partner websites, print media and other materials (collectively, "Marketing Materials"), subject to our right to promote and market Red Teams. If you opt out or terminate your participation in the “Red Teams,” ISSC will use reasonable efforts to cease email and telephone contact with you and to discontinue creating and distributing Marketing Materials that contain your information. Notwithstanding the foregoing, an opt-out will not apply to your submissions of Syndicated Content, Blog Content or Publications, or participation in ISSC Events (as described above).
You agree that ISSC may disclose your information and your participation in the “Red Teams” to third parties, such as current and former employers and companies that you have provided services to or contracted with, for the purpose of confirming any consents or approvals you may need to participate in the “Red Teams” or in specific Project(s).
You agree that Clients, if required by law or the Client's compliance policies, may disclose information about their Projects with you, for example your name and the amount you were paid on the Project ("Required Client Disclosures"). You authorize ISSC to make Required Client Disclosures on behalf of and at the direction of Clients.
You agree that ISSC may disclose your information in response to legal process, to protect ISSC's rights, as otherwise required by law, or for the prevention or detection of a crime. If ISSC sells all or part of its company or enters into a partnership with another business entity, you agree that ISSC may disclose your information to its new business partners or owners who may then provide you with information about their products and services.
You agree that your information will be held by ISSC in the United States and may also be held and accessed by ISSC staff and third parties working for ISSC, or ISSC's subsidiaries and affiliates, inside and outside the United States. If your information is gathered outside the United States, you agree that it may be transferred to ISSC's United States offices to be used for these purposes, and it may be transferred to and shared with any of ISSC's worldwide locations. You may request a full list of all subsidiaries and affiliates of ISSC.
ISSC will not sell your information to third-party marketers or similar organizations.
ISSC reserves the right to conduct background checks on you, including through a third-party service.
ISSC may seek to verify your employment history, education credentials, and check for any criminal history.
ISSC may seek to verify the duration and accurate invoicing and description of Projects you conduct for Clients.
You agree that ISSC may retain your information for its business purposes if you cease to be a member of the “Red Teams,” provided that ISSC will protect all such information about you in accordance with these Terms & Conditions and ISSC's privacy policies.
CONFIDENTIALITY OF ISSC AND CLIENT INFORMATION
While you are a “Red Team” Member and thereafter, you agree not to disclose or to attempt to use or personally benefit from any Confidential Information that is disclosed to or known by you because of your participation in the Red Team/s until such time as the Confidential Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by ISSC for the purpose of facilitating a particular Project. Confidential Information shall include: (1) the identity of Clients (e.g., do not list Clients on your resume or website); (2) information about Projects; (3) information about any actual or potential business, investment , trading and/or security decisions or transactions of any Client; or (4) any other confidential information of ISSC or its Clients. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information to anyone other than ISSC, you will promptly and diligently notify ISSC, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with ISSC in protecting such information to the extent possible under applicable law.
Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation in the “Red Teams” or in a Project prior to accepting an invitation for that Project.
Some Projects are collaborative, and involve working with other “Red Team” Members. You owe the same duty of non-disclosure to such other “Red Team” Members as you would to any Client under these Terms and Conditions.
RELIANCE BY CLIENTS
These Terms & Conditions are intended to benefit Clients and enable Clients to satisfy themselves that all Projects will be carried out in accordance with these Terms and Conditions and applicable laws and will not, among other things, lead to the improper disclosure of confidential information, including material non-public information. Clients may from time to time request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation in a Project. You understand that other “Red Team” Members, each Client, and the person with whom you may engage in any Project or Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Terms & Conditions, have the right to enforce your compliance with these Terms & Conditions.
AGREEMENT DETAILS
Right to Injunction/Limitation on Liability
In the event that you, as a “Red Team” Member, breach, or threaten to breach, any of the promises in the following sections of these Terms & Conditions: Confidentiality of ISSC and Client Information, Non-Solicitation of Clients, or the terms of use of ISSC websites, you acknowledge that Client and/or ISSC's remedies at law will be inadequate and that Client and/or ISSC will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.
In no event shall ISSC be liable to you or any other party for any damages resulting from or relating to your participation as a “Red Team” Member, the performance of any services by you as a “Red Team” Member, or the business operations of ISSC, including without limitation for any incidental, consequential, punitive or special damages regardless of the theory of liability and even if ISSC was informed of the possibility of such damages. ISSC agrees that for its part it shall not seek to impose on any individual “Red Team” Member any liability for damages based on his or her performance of services hereunder as a “Red Team” Member, including without limitation for any incidental, consequential, punitive or special damages, so long as such damages do not relate to or arise out of the failure of the “Red Team” Member to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the “Red Team” Member that constitutes gross misconduct. You are solely responsible for your actions. ISSC shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Arbitration
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration under the rules of the American Arbitration Association (the "AAA") in effect from time to time. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City, unless the “Red Team” Member resides in Europe, in which case such “Red Team” Member may elect to have the arbitration held in London, England, or unless the “Red Team” Member resides in Asia, in which case such “Red Team” Member may elect to have the arbitration held in Hong Kong. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of ISSC’s right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys' fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.
Governing Law
These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by the laws of the State of New York without regard to New York's choice of law rules.
Severability
The invalidity or unenforceability of any provision of these Terms & Conditions shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms & Conditions.
Survival of Certain Provisions
The provisions of the sections (including subsections) of these Terms & Conditions entitled Non-Solicitation of Clients, “Red Team” Member Content, Privacy Policy, Confidentiality of ISSC and Client Information, Reliance by Clients, and Agreement Details shall survive any termination or expiration of these Terms & Conditions.
Termination
You have the right to withdraw from the “Red Team” at any time upon acceptance of a written notice to ISSC, and ISSC has the unlimited right to terminate or limit your membership in the “Red Team/s” and Member Programs at any time and for any reason.
By signing these Terms & Conditions, you acknowledge that you are making express representations to ISSC and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
End of Terms & Conditions
Last updated November 27, 2011
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