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__ OF THE SECOND PART. WHEREAS the City of Winnipeg Police Board (the Board) has a mandate to direct and supervise the City of Winnipeg Police Service (WPS) pursuant to The Police Services Act, S.M. 2009, c. 32 and Winnipeg 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 that occur 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 Member hereby undertakes, promises and agrees that all information received by the Board Member in the course of his or her membership on the Board, whether received in verbal or written form, and whether received during formal meetings of the Board or informally through other related means (Confidential Information), shall not be discussed, disclosed, confirmed or otherwise revealed by the Board Member to any person. 2) The Board Member agrees to accept Confidential Information for the sole purpose of participating in Board meetings and activities. The Board Member agrees not to use Confidential Information otherwise for its own or any third partys benefit without the prior written approval of an authorized representative of the City in each instance. 3) The obligations of confidentiality and restrictions on use imposed under this Agreement shall not apply 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 this Agreement by the Board Member;


(c) is subsequently lawfully and in good faith obtained by the Board Member from an independent third party without breach of this Agreement, as shown by documentation sufficient to establish the third party as a source of the Confidential Information; (d) the Board Member can establish, by documented and competent evidence, that the Confidential Information was in his or her possession prior to the date of disclosure of such Confidential 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 she does not comply with the foregoing, the Board Member agrees that his or her membership on the Board may be terminated immediately without prior notice, and that the Board Member will no longer 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. The City shall be entitled to equitable relief, including injunctive relief and specific performance, in the event of any breach of the provisions of this Confidentiality Agreement. Such remedies shall not be deemed to be exclusive remedies but shall be in addition to all other remedies available at law or at equity. 6) At the termination of the Board Members membership on the Board for any reason, the City may request the return of all Confidential Information. Upon such request, the Board Member shall immediately return or cause to be returned to the City any or all Confidential Information which may have been released to or by the Board Member, and he or she shall not retain any copies or other reproductions or extracts thereof, except for any work product which the Board Member shall be 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 Members membership on the Board has terminated or until such time as all of the Confidential Information becomes 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 by an order issued by a court, or as required by a regulatory body of competent jurisdiction, provided that the Board Member shall: (a) provide to the City immediate advance written notice of any such requirement for disclosure 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 narrow such order; and (c) take such steps as are reasonably necessary and available to maintain confidentiality with the court or regulatory body. 9) The Board Member acknowledges and agrees that he or she shall not issue a news release or other public announcement or communication pertaining to Confidential Information without the prior written approval of the City. 79

10) No failure or delay by the City in the exercise of any of its rights, powers or privileges under this Confidentiality Agreement shall operate as a waiver thereof. 11) If any provision of this Confidentiality Agreement is wholly or partially unenforceable for any reason, such enforceability shall not affect the enforceability of the balance of this Confidentiality Agreement. 12) This Confidentiality Agreement shall be governed by and interpreted in accordance with the laws of the Province of Manitoba and the parties agree that the courts of Manitoba shall have exclusive jurisdiction in relation to the enforcement of the provision of this Confidentiality Agreement. 13) This Confidentiality Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns. The Board Member shall not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on his or her part pursuant to the terms of this Confidentiality Agreement without the prior written consent of the City. Any attempted assignment or transfer by the Board Member of his or her obligations without such consent shall be wholly void.

THIS AGREEMENT is signed this __ day of ___, 20__.



City Clerk SIGNED, SEALED AND DELIVERED In the presence of: ) ) ) Certified as to form:

for City Solicitor/Director of Legal Services