CONFLICT OF INTEREST AND CONFIDENTIALITY AGREEMENT

BETWEEN:

HER MAJESTY THE QUEEN IN RIGHT OF CANADA as represented by the Minster of International Trade, Export Promotion, Small Business and Economic Development (the “Minister”)

AND:

,of the City of  in the Province of  (the “Member”)
(Collectively, the “ Parties” and individually a “Party”)

WHEREAS:

  1. Innovation, Science and Economic Development (“ISED”) has established the Global Hypergrowth Project Selection Panel (“Selection Panel”) to provide expert advice;
  2. The Member has agreed to become a member of the Selection Panel;
  3. The Selection Panel and Member shall report and provide its expert advice to the Deputy Minister of ISED (“Deputy Minister”);
  4. It is important that the advice the Member provides is free of real, potential or the appearance of conflict of interest; and
  5. It is important that the deliberations of the Selection Panel 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. For the purposes of this Agreement, a Member is in a conflict of interest when he or she exercises a power, function or duty with respect to his or her membership on the Selection Panel that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person’s private interests.
    2. The Member acknowledges the importance of offering views that are independent, expert, and made in good faith.
    3. The Member shall disclose to the Deputy Minister any advice, which, if adopted and implemented by Canada 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 (“Affiliated Organization”).
    4. The Member shall immediately report to the Deputy Minister any circumstances in which the Member perceives a real, potential or the appearance of a conflict of interest or bias resulting from the Member’s roles on the Selection Panel and any private interests or activities, including with Affiliated Organizations, other advisory committees or boards of directors. Should the Deputy Minister conclude that a real, potential or the appearance of a conflict of interest exists involving the Member’s activities on the Selection Panel and the private 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 Selection panel at the Deputy Minister’s sole discretion.
    5. Examples of conflicts of interest can include, but are not limited to:
      1. knowingly taking advantage of, or benefiting from the position they hold or the information obtained in the course of their duties as a Member, that is not generally available to the public;
      2. assisting private entities or individuals in their dealings with the federal government where this could result in preferential treatment of the entities or persons, or interfering in the dealings between the two as to influence the outcome;
      3. influencing advice which, if adopted and/or implemented by the Deputy Minister, could result in:
        1. furthering their interests or the interests of others, either professionally or personally, in an unfair manner; or
        2. direct financial gain to the Member, either professionally or personally, or to any of the Member’s family members or to any Affiliated Organization.
    6. In the event that the Member is already subject to the Values and Ethics Code for the Public Sector, Values and Ethics Codes for a Federal Department, 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.
    7. The Member will not personally invest, directly or indirectly, in firms appearing on the Selection Longlist (top 20) until 6-months (“Cooling-off Period”) after the date the names of firms are announced. The start date of this period will be established as follows:
      1. At the end of the Selection Panel deliberations, the Selection Panel will send a recommendation to the Deputy Minister with their shortlist of up to 15 firms that the Selection Panel feel should be included in the inaugural cohort;
      2. The Deputy Minister will make a decision on the suitability of those firms within a 2-3 week timeframe;
      3. The finalized list will be formally announced and the date of this announcement will serve as the start date for the Cooling-off Period.
  2. CONFIDENTIALITY
    1. The Member agrees that any views expressed to him or her in his or her capacity as a Selection Panel member shall not be attributed to an individual’s identity or Affiliated Organization under any circumstances. The Member agrees that unattributed ideas emerging from Selection Panel discussions may not be disclosed, without the prior written consent of the Minister.
    2. The Member acknowledges that his or her communications with the Minister is subject to the Access to Information Act, the Security of Information Act, the Privacy Act and the Government Security Policy.
    3. The Member agrees that he or she shall not disclose to any person (including family members or Affiliated Organizations) any information, deliberations, decisions, advice obtained or documentation discussed or provided by the Minister or by any other person, for or during Selection Panel discussions or deliberations, except :
      1. with the prior written permission of the Minister;
      2. to the extent that such information, deliberations, decisions, advice obtained or documentation is demonstrably in the public domain;
      3. to another member acting within the scope of the Selection Panel, to the Minister (including its Access to Information Coordinator); and
      4. as may be required by law.
    4. Nothing in this Agreement is to be construed as to prevent an Affiliated Organization from taking an interest or investing, directly or indirectly, in a firm being reviewed by the Selection Panel (“Firm”) provided that the Affiliated Organization has established a policy governing ethical walls which sets out at a minimum the following:
      1. The Affiliated Organization and the Member are not to discuss between themselves any matters related to the Firm; and
      2. The Affiliated Organization restricts all documents or information from Member access.
    5. The confidentiality provision set out in Subsection 2.3 includes any information relating to any decision process within ISED or the Selection Panel.
    6. The Member shall not make use of the information or documentation disclosed or provided to the Member in his or her capacity as a Selection Panel 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 Selection Panel.
    7. The Member agrees to store any information or documentation disclosed or provided to the Member in his or her capacity as member of the Selection Panel on a private device or in a location which is not accessible to third parties.
    8. The Member agrees to return to the Minister, any information or documents disclosed or provided to him or her in his or her capacity as a Selection Panel member following the dissolution of the Selection Panel.
    9. The obligations set out in this section shall survive the expiration or termination of the Member’s position on the Selection Panel.
  3. GENERAL
    1. This Agreement shall be interpreted in accordance with and governed by the laws in effect in the Province of Ontario.
    2. For the purposes of this Agreement, the term “Minister” shall include his or her designated officials or authorized representatives.

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

Executed in duplicate and effective this   day of , 2022.

HER MAJESTY THE QUEEN IN RIGHT OF CANADA

(Witness)

(Signature)
Deputy Minister
Innovation, Science and Economic Development Canada

THE MEMBER

(Witness)

(Signature)
«Name»
«Position»
«Firm»