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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 day


of
_____________________, 20__

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APPENDIX A

CERTIFICATION LETTER

I, _____________ ___________ of the City of _______ ______, am employed by the


Cement Association of Canada (the “CAC”) in the capacity of ____ ________
______________. 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 ______________, 2013.