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CEMENT ASSOCIATION OF CANADA

CONFIDENTIAL INFORMATION PROTOCOL

Reviewed with Staff March 5, 2014

1.

Purpose

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This Protocol has been established so that our business complies with the letter and spirit of the Competition Act and the Competition Bureau’s Guidelines on information sharing as between competitors and to set out our policies with respect to confidentiality of commercial information collected by the Association.

2. Definitions

Association the Cement Association of Canada and Association Canadienne du Ciment;

Collect means to gather, acquire, receive or obtain Confidential Information by any means and “collection” has a corresponding meaning;

Confidential Information means all information in any form, furnished or made available directly or indirectly by or on behalf of our member firms or non-member firms or any affiliate of either (collectively, the “Disclosing Party” or “Disclosing Parties”) that is (i) marked confidential, restricted, proprietary or similarly designated, or (ii) disclosed verbally and identified as confidential at the time of disclosure, or (iii) by its nature or the circumstances surrounding disclosure ought to be treated as Confidential Information. “Confidential Information” includes but is not limited to any and all information relating to a Disclosing Party’s business or financial affairs which may include

a. Shipments and sales data and records for dues purposes or otherwise;

b. Regional sales aggregation programs which may be in place from time to time;

c. Emissions data provided for NPRI or WBCSD CSI data protocols or otherwise;

d. Plant specific information including production, employment data or otherwise;

e. Member specific business or marketing strategies.

Members or Membership refer to the manufacturers of concrete that have membership in the Association;

Non-Member means an entity, organization, firm or person that does not have membership in the Association;

Protocol means this Confidential Information Protocol;

Use means to handle or deal with Confidential Information that is the custody or control of the Association.

3. Identifying Purpose

The Association collects and uses Confidential Information concerning its Members for the following purposes:

(i) Invoicing and collecting dues from Members;

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(ii)

Producing aggregated statistical and economic reports including Competition Act compliant regional sales programs;

(iii)

Tracking emissions for environmental purposes/regulations/engagement;

(iv)

Sharing and disseminating aggregated or anonymous information of relevance to the industry.

4.

Furnishing of Confidential Information is Voluntary

The Association will not impose any obligation on Members to furnish Confidential Information to the Association.

5. Need to Know Basis

The Association will disclose the Confidential Information only to its own employees and third parties (eg. auditors, accountants, external counsel, governments) on a need to know basis and ensure that such employees and third parties have read and understood the Protocol and the obligations of confidentiality herein or in the alternative, with respect to third parties, have contractually agreed to abide by confidentiality standards that are equal to or more stringent than those contained herein.

Emissions data shall only be reported to the senior employee responsible for the aggregation of such data and shall not be distributed to any other employee or person without the pre- authorized consent of the President or Compliance officer.

Regional sales reporting programs shall only be conducted in a manner compliant with the Competition Act, and subject to periodic review. Members may elect to operate regional reporting programs through the CAC’s Compliance Officer, through external counsel or accounting firm. All data received for this program shall remain confidential and non- aggregated data shall not in any circumstances be shared with any person. All historical data shall be password protected and any hard copies protected under lock and key such that the data is not accessible by any other CAC employee, Member or third party. Distribution of aggregated data shall be only with those parties established by the Members.

6. Dissemination of Confidential Information Only in the Aggregate

Confidential Information will only be disseminated by the Association to its Membership in an aggregated form and will not reveal individual Member data.

7. Association Not A Conduit

The Association recognizes the importance of not permitting Confidential Information to be shared as between its Members or non-Members, given that many of its Members may be competitors of one another. The Association will not permit itself to become a conduit of competitively sensitive information as between competitors. The Association will not

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participate in information exchanges that may reduce uncertainty about rivals’ competitive responses.

Save for section 10, the Association will not share the Confidential Information belonging to one Member to any other Member or non-Member. For the purposes of section 7, Confidential Information includes materials disclosed to the Association prior to the date of this Agreement. More specifically, but without limiting the foregoing, the Association will not disclose Confidential Information regarding current or future sales, output levels, or emissions profiles of any Disclosing Party to any other Member or non-Member other than in a form that has been aggregated and rendered anonymous.

8. Security

The Association will protect the Confidential Information with safeguards appropriate to the sensitivity of the information. The Association will protect the Confidential Information against loss or theft, as well as unauthorized access, disclosure, copying, use or modification regardless of the format in which the information is held. Depending on the format of the Confidential Information, security measures may include physical precautions such as locking file cabinets and restricting access to cabinets, offices and files, organizational measures such as limiting access on a need-to-know basis and technological measures including passwords. Distribution of emails containing sensitive data shall not be conducted in group emails with multiple recipients.

The Association shall use all means necessary to require the execution and delivery of a non- disclosure and confidentiality agreement from third parties in a form necessary to protect confidential information from disclosure prior to such disclosure.

9. Destruction of Confidential Information

When the Confidential Information is no longer required, the Association will exercise care in the disposal or destruction of Confidential Information to protect its confidentiality.

10. Legal Requirement

Subject to applicable law, the Association will comply with any judicial or administrative order by a government authority or proceeding seeking access to or disclosure of Confidential Information. The Association will use reasonable efforts to provide the relevant Disclosing Party 5 business days’ notice prior to disclosing Confidential Information as part of complying with any judicial or administrative order.

11. Effect of this Policy

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This Protocol replaces all previous practices for the collection and distribution of confidential data. This Protocol shall be interpreted restrictively and the authority to collect and distribute confidential information shall not be established by analogy or through historical practice.

12. Employees to Certify Compliance

Breach of this Policy by an Employee could lead to the Employee’s dismissal. All employees of the Association shall execute and deliver a Certification Letter in the form provided in Appendix “A”. Where there is a question of interpretation concerning this Protocol, the matter shall be referred to the Chief Executive Officer or the Executive Vice-President and Compliance Officer.

ENACTED this

day of

, 20

Chair

Secretary

CONFIRMED by Ordinary Resolution of the Members adopted this of

, 20

day

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APPENDIX A

CERTIFICATION LETTER

I,

Cement Association of Canada (the “CAC”) in the capacity of

of the City of

, am employed by the

I acknowledge that I am subject to and am required to comply with the CAC’s

Confidential Information Protocol (the “Protocol”).

This is to advise that I have read and understand the CAC’s Protocol, the goal of which is to promote compliance with the Competition Act and maintain the confidentiality of Members confidential information.

I understand that compliance with the CAC’s Protocol is a condition of my continued employment with the CAC and that failure to comply with the Program may result in disciplinary action, including immediate termination of employment. I also understand that this certification letter is not a guarantee of continued employment with the CAC.

Date:

Signature:

Witness Name:

Signature:

WITNESSED THIS

DAY OF

6

,

2013.