Prince Albert Victoria Hospital - Confidentiality Agreement
WHEREAS the Recipient may receive or otherwise obtain certain Confidential Information (as defined below), as a result of providing certain services to the Ministry of SaskBuilds and Procurement (“SaskBuilds”) and/or receiving access to locations in connection with the Prince Albert Victoria Hospital Project (the “Project”);
WHEREAS to ensure adequate protection of the Confidential Information provided to the Recipient, SaskBuilds requires the Recipient to recognize, uphold, and abide by its confidentiality obligations and requirements in this Confidentiality Agreement;
WHEREAS the Recipient understands and acknowledges that they are responsible for the use, disclosure, and safeguarding of any and all Confidential Information received regardless of whether such Confidential Information is received as a result of direct disclosure by SaskBuilds or SHA, or as a result of inadvertent disclosure by virtue of the Recipient’s access to the Project site;
IN CONSIDERATION of the provision of, and access to, such Confidential Information, the Recipient agrees and acknowledges they are subject to the following obligations and restrictions with respect to their disclosure and use of Confidential Information:
1. Definitions and Interpretation
In this Confidentiality Agreement, unless defined elsewhere herein, capitalized terms shall have the following meanings:
(a) “Confidential Information” means all documents, materials, knowledge and information provided, disclosed, observed or otherwise made available (whether before or after the date of this Confidentiality Agreement) by SaskBuilds and Saskatchewan Health Authority (the “SHA”) or any of its representatives, employees and agents (the “SHA”) to the Recipient, whether in the course of employment, access or otherwise, and whether orally or in writing or in any other visual or electronic form, including without limitation,
(i) Personal Health Information;
(ii) Personal Information;
(iii) the terms and conditions of any contract of SaskBuilds or SHA, including drafts, whether shared by SaskBuilds or SHA or not;
(iv) all knowledge and information concerning the Project site;
(v) all information and data posted to any restricted electronic site for the purposes of facilitating access to the Project site but not for public information, assessment or review;
(vi) all design, operational and financial information, together with all analyses, compilations, data, studies, photographs, specifications, manuals, memoranda, notes, reports, maps, documents, computer records or other information in hard copy, electronic or other form, whether obtained from SaskBuilds or the SHA, or prepared by the Recipient and containing or based upon any such information;
(vii) all knowledge and information concerning the technical, commercial and business operations of SaskBuilds or the SHA; and
(viii) any third-party proprietary information in the custody and control of SaskBuilds and/or the SHA.
Notwithstanding the foregoing, Confidential Information does not include information which:
(i) is or subsequently becomes available to the public, other than through a breach of this Confidentiality Agreement by the Recipient or through a breach of a confidentiality agreement which another person has entered into concerning the Confidential Information;
(ii) is subsequently communicated to the Recipient by an independent third party, other than a third party introduced to the Recipient by SaskBuilds or the SHA or connected in any way with the Project, without breach of the Contract and this Confidentiality Agreement and which third party did not receive or provide such information directly or indirectly under or in violation of its own confidentiality obligations;
(iii) was rightfully in the possession of the Recipient or was known to the Recipient before the date of this Confidentiality Agreement and was not acquired in the course of employment or from SaskBuilds or the SHA or under an obligation of confidentiality;
(iv) was developed independently by the Recipient without the use of any Confidential Information;
(v) subject to the provisions of Section 3 herein, is required to be disclosed pursuant to the Recipient’s obligations under any applicable law;
(vi) subject to the provisions of Section 3 herein, is required to be disclosed pursuant to any judicial, regulatory or governmental order validly issued under applicable law;
(b) “Personal Information”’ means any Personal Information as defined in The Local Authority Freedom of Information and Protection of Privacy Act (Saskatchewan) (“LA FOIP”) which may be disclosed, accessed, or otherwise received through access to Project site or by virtue of the Recipient’s involvement with the Project.
(c) “Personal Health Information” means any Personal Health Information as defined in The Health Information Protection Act (Saskatchewan) (“HIPA”) which may be disclosed, accessed, or otherwise received through access to Project site or by virtue of the Recipient’s involvement with the Project.
(d) “Permitted Purposes” means the provision of services in relation to the Project (whether in the course of employment, as an advisor, consultant or evaluator or otherwise) and any other use ancillary thereto or expressly permitted by this Confidentiality Agreement;
2. Confidentiality
(a) The Recipient shall keep all Confidential Information strictly confidential and shall not, without the prior written consent of SaskBuilds, disclose or use in any manner whatsoever, in whole or in part, the Confidential Information for any purpose other than the Permitted Purposes.
(b) The Recipient acknowledges and agrees that their right to access, use, and disclosure of Confidential Information is subject to the following conditions:
(i) The Recipient will only access, use or disclose Confidential Information which they have a legitimate need-to-know;
(ii) The Recipient will keep all Confidential Information strictly confidential;
(iii) The Recipient will only access, use, and disclose Confidential Information for the Permitted Purposes, and will only disclose Confidential Information as permitted by applicable law;
(iv) The Recipient will not in any way divulge, copy, release alter, revise or destroy any Confidential Information except as authorized within the scope of their involvement on the Project and as permitted by law; and
(v) The Recipient understands that it is their responsibility to ensure Confidential Information in their possession is maintained in a physically and digitally secure environment.
(c) The Recipient acknowledges that they are responsible for all activities undertaken on any devices or with respect to any codes they are provided by SaskBuilds or SHA or have access to as a result of their involvement on the Project.
(d) The Recipient will abide by all applicable SaskBuilds and SHA policies with respect to Confidential Information, including SHA’s Acceptable Use Policy.
(e) The Recipient shall make all reasonable, necessary, and appropriate efforts to safeguard the Confidential Information from disclosure to any other person, firm, corporation, or entity except as permitted under this Confidentiality Agreement.
(f) For clarity, the Permitted Purposes do not authorize disclosure of Confidential Information to others, regardless of where the Recipient has a good faith belief that they also have similar access to the Project, including the Confidential Information, unless:
(i) SHA provides the Recipient its prior written consent to disclose specified Confidential Information (in which case the Permitted Purposes include such specified disclosure); or
(ii) Such disclosure is immediately and expressly necessary for the performance of any contract the Recipient may have with SaskBuilds.
3. Notice of Disclosure
(a) If the Recipient or any person to whom the Recipient transmits, discloses or provides the Confidential Information pursuant to this Confidentiality Agreement becomes legally compelled to disclose any of the Confidential Information or the Recipient is otherwise aware of a violation of this Confidentiality Agreement, the Recipient shall notify SaskBuilds promptly so that they may seek a protective order or other appropriate remedy or, in SaskBuilds’ sole discretion, waive compliance with the terms of this Confidentiality Agreement.
(b) If no such protective order or other remedy is obtained, or if SaskBuilds does not waive compliance with the terms of this Confidentiality Agreement, the Recipient shall exercise all reasonable efforts to obtain a protective order or other reliable assurance that the Confidential Information will be accorded confidential treatment.
4. Destruction on Demand
(a) SaskBuilds may, in its sole discretion, terminate the Recipient’s access to Confidential Information. On written request, the Recipient shall promptly deliver to SaskBuilds or destroy all documents and copies thereof in its possession or control constituting or based on the Confidential Information, and the Recipient shall confirm that delivery or destruction to SaskBuilds, in writing.
5. Term
(a) This Confidentiality Agreement shall be effective as of the date signed below and shall remain in effect until the Recipient’s involvement with the Project is concluded. The Recipient’s obligations with respect to handling and protecting the Confidential Information shall survive the term of this Confidentiality Agreement .
6. No Ownership of Confidential Information
(a) The Recipient acknowledges that they have no right or ownership of any Confidential Information.
7. Auditing
(a) The Recipient acknowledges that their compliance with this Confidentiality Agreement is subject to monitoring and periodic auditing by SaskBuilds and/or the SHA.
8. Training
(a) The Recipient understands that they may be required to complete mandatory privacy and confidentiality training offered and requested by SaskBuilds or the SHA. This may include, but is not limited to, annually revisiting the Confidentiality Agreement
9. Notice
(a) Any notice or communication to be provided to SaskBuilds under this Confidentiality Agreement shall be in writing and shall be provided in person, by courier or by e-mail, as follows:
To SaskBuilds:
Michelle Kania, Project Director
Infrastructure Design and Delivery Division
Ministry of SaskBuilds and Procurement
1920 Rose Street
Regina SK Canada S4P 2C8
michelle.kania@gov.sk.ca
(b) Any notice under this Confidentiality Agreement, if (i) delivered personally or by courier, shall be deemed to have been given when actually received; (ii) delivered by e-mail before 3:00 p.m. (Saskatchewan time) on a business day, shall be deemed to have been given on that business day; and (iii) delivered by e-mail after 3:00 p.m. (Saskatchewan time) on a business day or on a day which is not a business day, shall be deemed to have been given on the next business day.
10. Waiver
(a) No failure to exercise, and no delay in exercising, any right or remedy under this Confidentiality Agreement by SaskBuilds shall be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Confidentiality Agreement shall be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.
11. Severability
(a) If any portion of this Confidentiality Agreement is found to be invalid or unenforceable by law by a court of competent jurisdiction, that portion shall be severed from this Confidentiality Agreement and the remaining portion shall remain in full force and effect.
12. Governing Law and Forum
(a) This Confidentiality Agreement shall be governed by the laws of the Province of Saskatchewan and the laws of Canada applicable therein. The Recipient irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of Saskatchewan.
13. Enurement
(a) This Confidentiality Agreement enures to the benefit of SaskBuilds and SHA and binds the Recipient and its successors
14. Survival
(a) I understand that my obligations under this Confidentiality Agreement will survive beyond the term of my service, access and/or involvement with the Project.
15. Amendment
(a) SaskBuilds may, at its sole discretion, amend this Confidentiality Agreement from time to time.