CONFLICT OF INTEREST AND CONFIDENTIALITY AGREEMENT

WHEREAS:

1. ISED has established the COVID‑19 Vaccine Task Force (the Task Force) to provide expert advice;
2. The Member has agreed to become a member of the Task Force;
3. It is important that the advice the Member provides is free of real, potential or apparent conflict of interest;
4. It is important that the deliberations of the Task Force be frank and respectful, to encourage the open sharing of information and views, and enable the development of innovative ideas.

NOW THEREFORE the Parties agree as follows:

1. CONFLICT OF INTEREST
   1. 1.1 The Member acknowledges the importance of offering advice and recommendations that are independent, expert, and made in good faith.
   2. 1.2 The Member shall disclose to ISED any advice, which, if adopted and implemented by ISED could result in direct or immediate financial gain to the Member, either professionally or personally, or to any of the Member's family members or to any organization with which the Member is affiliated.
   3. 1.3 In the event that the Member also sits on another advisory committee or board of directors, the Member agrees not to share any information, documentation, deliberations, records or advice obtained, developed or given by or to the Task Force Members with the members of the other group, unless and until the Member is authorized to do so, in writing, by ISED or an official designated by ISED.
   4. 1.4 The Member shall immediately report to ISED any circumstances in which the Member perceives a real, potential or apparent conflict or bias resulting from the Member's roles on the Task Force and any outside interests or activities, including organizational affiliations, other advisory committees or boards of directors. Should ISED or an official designated by ISED conclude that a real, potential or apparent conflict of interest exists involving the Member's activities on the Task Force and the outside interests or activities, he or she may require the Member to recuse himself/herself from participating in any related discussions or in the development of a related recommendation, or may terminate the Member's membership in the Task Force at ISED's sole discretion.
   5. 1.5 In the event that the Member is already subject to the Values and Ethics Code for the Public Sector, the Conflict of Interest Act, the code of conduct for any other federal organization, or any other law, policy or regulation, the Member acknowledges that he or she remains bound by these provisions and shall comply with their requirements in performing his or her duties under the terms of this Agreement.
2. CONFIDENTIALITY
   1. 2.1 The Member agrees that any views expressed to him or her in his or her capacity as a Task Force member shall not be attributed to individuals. Neither the identity nor the affiliation of the individual may be revealed. The Member agrees that unattributed ideas emerging from Task Force discussions may be disclosed, with the prior permission of ISED or an individual designated by ISED.
   2. 2.2 The Member recognizes that his or her correspondence with ISED and its' officials is subject to the Access to Information Act, the Security of Information Act, the Privacy Act and the Government Security Policy.
   3. 2.3 The Member shall keep strictly confidential all information or documentation disclosed or provided to the Member in his or her capacity as a Task Force member, unless prior approval to disclose is obtained in writing from ISED.
   4. 2.4 The Member shall not make use of the information or documentation disclosed or provided to the Member in his or her capacity as a Task Force member, except to the extent that it is demonstrably in the public domain, for any purpose other than his or her mandate as a member of the Task Force.
   5. 2.5 The obligations set out in this section shall survive the expiration or termination of the Member's position on the Task Force.
3. APPLICABLE LAWS
   1. 3.1 This Agreement shall be interpreted in accordance with and governed by the laws in effect in the Province of Ontario.

IN WITNESS WHEREOF this Agreement is duly executed by the Member and by an authorized representative of Canada.

Executed in duplicate and effective this     day of                      , 2020.

FOR HER MAJESTY THE QUEEN IN RIGHT OF CANADA:

THE MEMBER: