NON-DISCLOSURE, DEVELOPMENT AND
TO: Canadian Health Information Management Association (which includes any of its affiliated entities, including the Canadian College of Health Information Management, and, CHIM Information Consulting Inc.), collectively referred to as the “Company”,
WHEREAS, I, agree to serve (my “engagement”) with the Company, with this agreement dated 21/02/2024;
WHEREAS, from time to time during my engagement I expect to receive, and the Company expects to disclose certain information which is Confidential Information; and
NOW THEREFORE, in consideration of the experiences gained by me as a consequence of my engagement with Canadian Health Information Management Association the receipt and sufficiency of which I acknowledge, I hereby agree and undertake as follows:
ARTICLE 1 – CONFIDENTIAL INFORMATION
1.1. I agree to keep confidential at all times, whether during or after the termination of my engagement, and not to disclose, directly or indirectly, or assist others in so disclosing, to any person, firm, corporation or other entity any Confidential Information. The term “Confidential Information” means any information concerning the organization, business, technology, or finances of Company or of any third party which Company is under an obligation to keep confidential that is maintained by Company as confidential. Such Confidential Information includes, but is not limited to, trade secrets or confidential information respecting inventions, products, data, formulae, recipes, designs, methods, know-how, techniques, systems, processes, software programs, works of authorship, customer lists, projects, plans and proposals and any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature and in any form, whether written, printed, or in digital format or otherwise, relating to any matter within the scope of the business of Company or concerning any of its dealings or affairs.
1.2. I agree to use the Confidential Information in the course of engagement solely for the benefit of Company and disclose the Confidential Information only to such other Company employees/consultants/advisors/directors who have a need to know the Confidential Information. I shall not use any Confidential Information in any manner which may injure or cause loss or may be calculated to injure or cause loss, whether directly or indirectly, to Company. I acknowledge and agree that, with respect to all Confidential Information, I am in a position of trust and subject to a fiduciary duty to use the Confidential Information only in the interests of Company.
1.3. The foregoing obligations do not apply to the extent that the Confidential Information is or becomes generally available to the public through no fault on my part. I am not prohibited from disclosing Confidential Information if directly ordered to do so by a court or governmental agency; however, I agree that before doing so, I will give prompt notice to Company of any possible order or any legal or governmental proceeding that may result in such an order and will not disclose any Confidential Information until Company has been given a reasonable opportunity to prevent or limit such disclosure.
1.4. I agree that, if requested to do so by Company and, in any event, immediately upon the termination of my engagement, I shall deliver all Confidential Information in my possession, care or control to Company.
ARTICLE 2 – DEVELOPMENTS
2.1 Subject to Section 2.2, all Works conceived, created, invented, produced, designed or reduced to practice by me, alone or with others, for the purposes of the Company, shall at any time or times during the term of my engagement with Company, unless otherwise agreed upon with the Company in writing, be owned by Company and I hereby waive all moral rights in and to said Works. I shall communicate to Company, without cost or delay, and without disclosing to others the same, all available information relating to such Works.
2.2 Notwithstanding anything to the contrary contained in this Agreement, any provision of this Agreement which provides for me to assign or offer to assign any of my rights in a Work shall not apply to any intellectual property developed entirely on my own time without using Company’ resources or Confidential Information except for those inventions that (i) relate, at the time of conception or reduction to practice of the invention, to Company’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by me for Company.
2.3 The term “Works” means inventions, modifications, discoveries, designs, developments, documentation, improvements, artistic works, designs, products, processes, techniques, know-how, details of ideas, concepts, business opportunities, compilations of data, confidential reports, algorithms, formulas, computer or software programs, works of authorship, trade secrets, enhancements and/or modifications to any products or processes or any intellectual property rights whatsoever throughout the world or any interest therein (whether or not patentable or registerable under copyright, trade-mark or similar legislation or subject to analogous protection).
2.4 I agree to not knowingly incorporate into the Works of Company any virus or other harmful code or any Works of any other person, firm, corporation or other entity.
2.5 I agree that I will not bring onto the premises of Company any unpublished document or any property belonging to my former employers or companies.
ARTICLE 3 – ASSIGNMENT OF RIGHTS TO WORKS
3.1 In addition to the right of Company as owner of the Works, in the event that any interest in the Works vests in me, I hereby assign to Company all of the right, title and interest I have or may acquire in any Works without further compensation including, without limitation, rights to any copyright (including, without limitation, all reversionary interests and rights or renewal in and to the copyright to the Works, the right to create derivative works which modify or alter the Works), patent and design rights (including, without limitation, the right to file patent applications and to claim a right of priority under applicable international conventions) trade-marks and other intellectual property rights
ARTICLE 4 – NON-SOLICITATION
4.1 During my engagement by Company, and for a period of 6 months from the date of the termination of such engagement (the “Applicable Period”), unless allowed to the contrary in writing by the Company, I shall not myself nor on behalf of or in connection with any other person, firm, corporation or other entity, directly or indirectly, in any capacity whatsoever including, without limitation, as an employer, employee, director, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier, cooperative, partnership, trust, entity with juridical personality, unincorporated association or otherwise:
(a) employ, offer employment to or solicit the employment or engagement of or otherwise entice away from the employment of Company any individual who is employed by Company or who resigns from employment by Company in order to accept an offer of employment from me;
(b) procure or assist any person or entity to employ, offer employment to or solicit the employment or engagement of or otherwise entice away from the employment of Company any individual who is employed by Company or who resigns from employment by Company in order to accept an offer of employment from any such person or entity; or
(c) interfere or attempt to interfere with Company’s business or persuade or attempt to persuade any customer, prospective customer, employee or supplier of Company to discontinue or alter such person’s relationship with Company.
ARTICLE 5 – INJUNCTION
5.1 I understand and agree that Company will suffer irreparable harm if I breach any of my obligations under this Agreement and that monetary compensation will be inadequate to compensate Company for such breach. I therefore agree that, in the event of a breach or threatened breach of this Agreement or any of its provisions by me, Company is entitled, in addition to any of the other rights, remedies or damages available to Company, to a temporary restraining order, a preliminary injunction and a permanent injunction in order to prevent or to restrain any breach by me or any of my partners, co-venturers, employers, employees, agents, representatives or any other persons directly or indirectly acting for me.
ARTICLE 6 – FURTHER DOCUMENTS
6.1 I will, both during and after my engagement period, at the request of and cost to Company, sign, execute, make and do all deeds, documents, acts and things as Company and its authorized agents may reasonably require:
(a) to apply for, obtain, register and vest in Company’s name alone, letters patent, copyrights, trademarks or other analogous protection in any country throughout the world with respect to the Works and, when so obtained or vested, to renew and restore the same; and
(b) to defend any judicial opposition or proceedings in respect of such applications (including but not limited to petitions or applications for revocation of letters patent, copyright, trademark or other analogous protection).
6.2 In the event that I am unable or unwilling to execute any document as reasonably required to protect the Works and to file copyright, patent, trademark and/or design applications, I hereby irrevocably appoint the CEO of Company (or, if no such position exists, the most senior officer of the Company) as my attorney to execute such documents on my behalf.
ARTICLE 7 – GENERAL
7.1 My obligations under this Agreement shall survive the termination of my employment/consultancy/engagement regardless of the manner of such termination and shall be binding upon my heirs, executors, administrators and legal representatives.
7.2 I understand that this Agreement does not create an obligation of Company or any other person or entity to continue my employment/consultancy/engagement. Company shall have the right to assign this Agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns.
7.3 I hereby agree that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
7.4 My obligations under this Agreement are in addition to and not in substitution for: (i) any fiduciary duty I may owe to Company; and (ii) all protections afforded to the Confidential Information at law and in equity.
7.5 This Agreement constitutes the entire agreement between Company and me pertaining to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether oral or written, relating to the subject matter hereof, including any provisions relating to the subject matter hereof contained in any employment/consulting/advisory agreement between Company and me. This Agreement shall apply notwithstanding any change in my employment or employer within Company (if applicable).
7.6 Company may waive any breach by me of any provision of this Agreement expressly in writing in its sole discretion. Any waiver by Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other provision hereof.
7.7 I have carefully read and considered the provisions of this Agreement and, having done so, I agree that the restrictions set forth in this Agreement are fair and reasonable and are reasonably required for the protection of the interests of Company and its business, officers, directors and employees.
7.8 I hereby acknowledge that I have been advised to obtain independent legal advice with regard to this Agreement and either have done so or have chosen not to do so.
7.9 This Agreement shall be governed by and construed and interpreted in accordance with the laws of Ontario and the federal laws of Canada applicable therein.
Hidden NDA IP Agreement – Admin