New Democrats of Canada Association and New Democratic Party of Canada (together, in this agreement, referred to as “the NDP”)
AND you, the “Recipient”
In consideration of the mutual agreements herein by which the parties intend to be legally bound, and other good and valuable consideration, the parties agree as follows:
1. In this Agreement, in addition to the terms defined in the recitals above:
"Confidential Information" means any and all information of a confidential or secret nature which are applicable to or related in any way to the affairs of the NDP disclosed orally or in writing to the Recipient by the NDP or obtained by the Recipient in the course of carrying out the Recipient’s work for the NDP, regardless of whether the Recipient obtained the information before or after the date of this Agreement or whether the information is specifically identified as "confidential" but does not include Non-Confidential Information.
"Non-Confidential Information" means information which: becomes generally available to the public or becomes so available through no act or omission of the Recipient; was known to Recipient on a non-confidential basis and is not subject to another obligation of secrecy and non-use, as documented by reasonably convincing written records possessed by the Recipient prior to the disclosure; is independently developed by the Recipient; becomes available to the Recipient on a non-confidential basis from a source other than the NDP that is not under other obligations of confidence; or, is required to be disclosed by enforceable legal process. No confidential information shall be deemed not to be confidential information merely because it is mixed with non-confidential information.
2. The NDP may, in its discretion, provide Confidential Information to Recipient as it determines is required for the for the purpose of carrying out the Recipient’s work assignments for the NDP
3. The Recipient acknowledges that the NDP is the exclusive owner of all right, title and interest in and to the Confidential Information.
4. The Recipient shall maintain the Confidential Information in strict confidence using a standard of care no less than the degree of care that the Recipient would be reasonably expected to employ for its own confidential information. In particular, the Recipient may disclose Confidential Information only to those people who have a need to know the Confidential Information for the purposes of the NDP, and are themselves bound by a similar obligation of confidentiality to the NDP.
5. The Recipient shall not use, copy, store in any retrieval system or otherwise deal with the Confidential Information in any manner whatsoever without the NDP's prior written consent except as is reasonably required for the purpose of carrying out the Recipient’s work assignments for the NDP.
6. The Recipient shall reimburse, indemnify and hold harmless the NDP from any damage, loss or expense incurred as a result of a breach of this Agreement. The Recipient shall, upon request of the NDP, immediately return to it, or destroy and confirm its destruction in writing, all copies of the Confidential Information and is within the power or control of the Recipient.
7. The Recipient acknowledges that improper disclosure or use of the Confidential Information may cause irreparable harm to the NDP which harm may not be adequately compensated by damages. As a result, the Recipient agrees that, in addition to any other remedies the NDP may have and not in derogation thereof, the NDP may seek and obtain from any court of competent jurisdiction injunctive relief in respect of any actual or threatened disclosure contrary to the provisions of this Agreement.
8. This Agreement is governed by the laws of British Columbia and constitutes the entire agreement between the parties with respect to Confidential Information and supersedes any prior understandings and agreements between the parties with respect thereto.