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Wpb Proceduremanual.asp (Dragged)

Wpb Proceduremanual.asp (Dragged)

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Published by James Turner
Confidentiality Agreement.
Confidentiality Agreement.

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Published by: James Turner on Sep 06, 2013
Copyright:Attribution Non-commercial

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03/25/2014

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 78
CONFIDENTIALITY AGREEMENT
 
BETWEEN:
 
THE CITY OF WINNIPEG,
 
(“t
he City
), OF THE FIRST PART, 
-and- 
 __  OF THE SECOND PART.
WHEREAS the City of Winnipeg Police Board (
the Board
) has a mandate to direct and supervise theCity of Winnipeg Police Service (
WPS
) pursuant to
The Police Services Act 
, S.M. 2009, c. 32 andWinnipeg Police Board By-law No. 148/2012;AND WHEREAS it is acknowledged that it is in the best interests of the Board, the WPS and the City of Winnipeg (
the City
) that members of the Board maintain confidentiality regarding the discussions thatoccur within the Board regarding all City and WPS activities, functions and information;1) In consideration for the Board Member being appointed a Director of the Board, the Board Memberhereby undertakes, promises and agrees that all information received by the Board Member in thecourse of his or her membership on the Board, whether received in verbal or written form, andwhether received during formal meetings of the Board or informally through other related means(
Confidential Information
), shall not be discussed, disclosed, confirmed or otherwise revealed bythe Board Member to any person.2) The Board Member agrees to accept Confidential Information for the sole purpose of participating inBoard meetings and activities. The Board Member agrees not to use Confidential Informationotherwise for its own or any third party
’s
benefit without the prior written approval of an authorizedrepresentative of the City in each instance.3) The obligations of confidentiality and restrictions on use imposed under this Agreement shall notapply to Confidential Information which:(a) at the time of disclosure is readily available to the public;(b) after disclosure becomes readily available to the public, other than through a breach of thisAgreement by the Board Member; 
 
 79
(c) is subsequently lawfully and in good faith obtained by the Board Member from anindependent third party without breach of this Agreement, as shown by documentationsufficient to establish the third party as a source of the Confidential Information;(d) the Board Member can establish, by documented and competent evidence, that theConfidential Information was in his or her possession prior to the date of disclosure of suchConfidential Information; or(e) the Board Member is by law required to disclose.4) The Board Member further understands, agrees and acknowledges that in the event that he or shedoes not comply with the foregoing, the Board Member agrees that his or her membership on theBoard may be terminated immediately without prior notice, and that the Board Member will nolonger be permitted to serve on the Board, nor attend any meetings thereof.5) The Board Member acknowledges and agrees that the City will be irreparably injured by a breach of this Confidentiality Agreement, which could not be adequately compensated for by damages. TheCity shall be entitled to equitable relief, including injunctive relief and specific performance, in theevent of any breach of the provisions of this Confidentiality Agreement. Such remedies shall not bedeemed to be exclusive remedies but shall be in addition to all other remedies available at law or atequity.6) At the termination of the Board Memb
er’s
membership on the Board for any reason, the City mayrequest the return of all Confidential Information. Upon such request, the Board Member shallimmediately return or cause to be returned to the City any or all Confidential Information whichmay have been released to or by the Board Member, and he or she shall not retain any copies orother reproductions or extracts thereof, except for any work product which the Board Member shallbe privileged to retain, always subject to the terms of this Confidentiality Agreement.7) This Confidentiality Agreement shall continue to remain in full force after the Board Member
smembership on the Board has terminated or until such time as all of the Confidential Informationbecomes a part of the public domain through no violation of this Confidentiality Agreement.8) The Board Member shall be entitled to disclose Confidential Information to the extent required byan order issued by a court, or as required by a regulatory body of competent jurisdiction, providedthat the Board Member shall:(a) provide to the City immediate advance written notice of any such requirement fordisclosure so that the City may seek a protective order or other appropriate remedy;(b) consult with the City on the advisability of taking legally available steps to resist or narrowsuch order; and(c) take such steps as are reasonably necessary and available to maintain confidentiality withthe court or regulatory body.9) The Board Member acknowledges and agrees that he or she shall not issue a news release or otherpublic announcement or communication pertaining to Confidential Information without the priorwritten approval of the City.

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