Common use of Procedures for Addressing the Conflict of Interest Clause in Contracts

Procedures for Addressing the Conflict of Interest. 1. A conflict of interest will be presented by the affected person at the ISTQB, Governing Board or meeting/working party. After the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. 2. The chairperson of the ISTQB, Governing Board or meeting/working party shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. 3. After exercising due diligence, the ISTQB, Governing Board or meeting/working party shall determine whether ISTQB can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. 4. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the ISTQB, Governing Board or meeting/working party shall determine by a majority vote of the disinterested individual affiliates whether the transaction or arrangement is in ISTQB’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.