Non-Disclosure Agreement (NDA)

Non-Disclosure Agreement for Code for Canada Participants

In user experience research sessions, you will access confidential and sensitive information from Code for Canada and its partners. 

By checking “I Agree”, you acknowledge that you understand and agree to these terms. Your help is very important to us, and we appreciate you keeping our information safe. Please make sure to review carefully. 

  1. Purpose: This agreement aims to outline your confidentiality obligations when participating in usability sessions with Code for Canada, and to secure your commitment to safeguarding Code for Canada's confidential information.
     
  2. Confidential Information: "Confidential Information" means any information (whether written, graphic, oral, physical, electronic or any other form) that you receive access to, or is developed, as part of your interactions with Code for Canada that is: (a) marked as “confidential”; or (b) should reasonably be understood to be confidential based on the nature of the information and its disclosure. Confidential Information includes information that is not publicly available and relates to Code for Canada, or its partners’, operations, products, services, or business contacts, including:
     
    1. Product, financial and technical information about Code for Canada and its partners, including plans, opportunities, business processes, know-how, designs, software, and code; 
    2. the name and information of Code for Canada’s actual or prospective partners and suppliers; 
    3. the goods, services, applications, websites and experiences being evaluated; and
    4. Your feedback, suggestions, and insights provided during any session;

      Nothing in this agreement prevents you from talking about the fact that you have participated in Code for Canada programs, so long as you don’t disclose Confidential Information.
       
  3. Confidentiality Obligations: You agree to only use Confidential Information for the purpose of taking part in an applicable Code for Canada session or program. You agree that you will not:
    1. disclose or otherwise make available any part of the Confidential Information to any person, organization, including anything you learned by taking part in the session; 
    2. Copy, write down or otherwise record the Confidential Information, including discussions or materials, except as necessary for participating in the session;
    3. Use the Confidential Information for personal gain or to harm Code for Canada or its partners; and
    4. Reverse engineer, or attempt to derive composition or underlying information, structure or idea of any Confidential Information.

      You are not responsible for disclosing or using Code for Canada's Confidential Information if: (a) you knew it before your participation with Code for Canada or if obtained it from an unrestricted source; or (b) you are responding to a valid request by a court or governmental agency, provided that you notify Code for Canada 10 days before the disclosure so that Code for Canada can respond to, or oppose, the request.
       
  4. Protection of Confidential Information: You agree that you will protect Code for Canada’s Confidential Information with standard confidentiality and security measures, similar to the measures you would take to protect your own sensitive confidential information.
     
  5. No License or Ownership Rights: This agreement does not give you any ownership or other rights to Code for Canada’s intellectual property or Confidential Information or any license to use, sell, exploit, copy or further develop that information. 
     
  6. Duration of Confidentiality: Your confidentiality obligations last for five (5) years from the date that you receive the Confidential Information.
     
  7. Destruction of Confidential Information: Once the session ends, you agree to return or destroy all Confidential Information that you have, including any digital and physical copies.
     
  8. No Obligation for Future Relationship: This agreement does not require either you or Code for Canada, or its partners to pursue a future business relationship.
     
  9. No Warranty and Consequences of Breach: If you share or misuse any Confidential Information, Code for Canada may take legal action. This could include seeking an injunction or other legal remedies available under the law.
     
  10. Governing Law: This agreement is governed by the laws of the province of Ontario, and applicable federal laws of Canada. Any disputes related to this agreement will be handled by the courts in Toronto, Ontario.
     
  11. Miscellaneous: If the Code for Canada delays enforcing any part of this agreement, it does not waive its right to do so in the future. This document replaces any previous discussions about confidentiality. If any part of this agreement is found to be invalid, the rest of the agreement will remain in effect.