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CONFIDENTIALITY AGREEMENT EFFECTIVE: MARCH 7, 2024 PURPOSE/OVERVIEW: This policy provides for the protection of privileged and confidential information obtained through the course of the city’s work with residents, workers, property owners, business owners, and developers. Information obtained by employees through work activities cannot be readily or freely shared with others uninvolved with the work. The City of Muskegon maintains this policy with the objectives of: • Protecting privileged and confidential information; • Building trust with all who do business with the city; and • Insuring proper adherence to the Freedom of Information Act FREEDOM OF INFORMATION ACT: Since 1967, the Freedom of Information Act (FOIA) has provided the public the right to request access to records from governmental agencies. It is often described as the law that keeps citizens informed about their government. Governmental agencies are required to disclose any information requested through the FOIA coordinator unless it falls under certain exemptions which protect interests such as personal privacy, security, and law enforcement. This policy works with FOIA to ensure that all information is managed equally and no one party is burdened with extra steps to obtain information from the City. OPERATIONAL GUIDELINES: This policy applies to all city employees including, but not limited to, full time, part time, and temporary/special employees. This is an Agreement between [NAME OF EMPLOYEE] (“You”) and the City of Muskegon (“City”). The Agreement is effective on your first day of employment with the City (“Effective Date”) or the date signed for current employees. During your employment with the City of Muskegon, You will have access to and gain knowledge of privileged, confidential, and proprietary information belonging to the residents, coworkers, companies, and developers of the City. The terms “Privileged Information and Confidential Information” are defined below, but in general, it refers to any information related to the City, its residents, workers, companies, and developers which is not available at the time to the general public. As an express condition precedent to your employment, You are required to agree to comply with the terms of this Agreement. Therefore, intending to be legally bound, You agree to the following: 1. Term of Agreement. This Agreement is effective on the Effective Date, and shall remain in effect throughout the term of your employment with the City. Certain provisions of this Agreement will continue beyond your term of employment. 2. Limitations of this Agreement. Nothing in this Agreement should be interpreted or construed to constitute a contract of employment or to obligate either You or the City to any specific term of employment. This Agreement is limited to the subject matter of confidentiality as expressly described in this Agreement. 3. Representation and Warranties. You represent and warrant that your relationship with the City will not cause or require You to breach any contract or other obligation to any former employer or any other person or organization, including, without limitation, obligations of confidentiality and restrictions on competition or solicitation. You expressly agree that You will not knowingly use or disclose any privileged, confidential, or proprietary information belonging to another person or enterprise, without the express written consent of such person or enterprise. You agree that if at any time during the term of your employment with the City, You have questions about whether information or knowledge is privileged, proprietary, or confidential to a third party or to the City, You will promptly advise the City of your question. 4. Privileged Information Defined. As used in this Agreement, “Privileged Information” means information that is not available at the time to the public. 5. Confidential Information Defined. As used in this Agreement, “Confidential Information” means information which is disclosed to You or which You otherwise learn of during the course of or as the direct or indirect result of your employment with the City and is not available at the time to the public or to others who could obtain economic value from their disclosure or use of the information. All information related to the City which You gain during the time of your employment should be deemed confidential, unless clearly identified to be non-confidential. A. Confidential Information includes all proprietary technical, financial, customer, business, personal, financial, or other information owned by or licensed to the City or any of its residents, customers, workers, property owners, developers, or vendors. B. Confidential Information includes all information that should reasonably be understood by You because of the circumstances of disclosure, or the nature of the information itself, to be Confidential Information, regardless of whether such information is marked “Confidential.” All information gained during the course of your employment should be presumed confidential unless the information is clearly identified otherwise or the circumstances of disclosure demonstrate it not to be confidential. C. Confidential Information includes, without limitation, information which is made, written, discussed, developed, secured, obtained or learned (a) solely or jointly with others, (b) during the usual hours of work or otherwise, (c) at the request and upon the suggestion of the City or otherwise, (d) with the City’s materials, tools, instruments, or (e) on the City’s premises or otherwise. 6. Obligations. You shall hold and maintain the Privileged and Confidential Information in strictest confidence for the sole and exclusive benefit of the City. You shall carefully restrict access of Privileged and Confidential Information to employees, contractors, and third parties as is reasonably required. You shall not use to further your own private economic interest, publish, copy, or otherwise disclose to others, or permit the use by others to further their private economic interests or to the detriment of the City, any Privileged or Confidential Information. 7. Return of Privileged and Confidential Information. You agree to promptly return all Privileged and Confidential Information to the City upon the earlier of the City’s request or the termination of your employment. 8. Compliance with Rules. You agree to comply with all reasonable rules established from time to time by the City for the protection of Privileged and Confidential Information. 9. Disclosure to the Government. You are permitted by federal law to disclose Privileged and Confidential Information if You do so in complete confidence, either directly or indirectly, to a federal, state, or local government official or to an attorney. Such disclosure is permitted, however, solely (i) for the purpose of reporting or investigating a suspected violation of applicable law; or (ii) in the context of a complaint or other document filed under seal in a lawsuit or other proceeding. Every attempt should be made, unless prohibited by law, regulation or court or regulatory order to promptly notify the City of any demands of disclosure of Privileged and Confidential Information and provide the City a reasonable opportunity to contest and assist in opposing any requirement of disclosure of such Privileged and Confidential Information, seek judicial protection against such disclosure and have such required disclosure be made under a protective order. Employers are prohibited by law from retaliating against an employee who reports in good faith Privileged and/or Confidential Information to any governmental entity as provided in this Paragraph 7. Federal law allows You to disclose Privileged and/or Confidential Information to your attorney and to use the Privileged and/or Confidential Information in a lawsuit against an employer based upon retaliation by the employer following your report of a suspected violation of the law. However, You must first file with the court under seal any documents You have containing Privileged and/or Confidential Information, and You are strictly prohibited from disclosing such Privileged and/or Confidential Information without an express order from the court allowing You to do so. PROCEDURES: 1. All new employees will be given this policy at the time of hire and must sign that they agree to follow the policy. 2. All active employees at the time this policy is adopted will be given this policy and must sign that they agree to follow the policy. 3. All supervisors will review the policy with their staff on an annual basis. AUTHORITY: The city’s Code of Ethics, adopted January 9, 2024, sets guidelines for all officials and employees of the city. The City Manager has authority to set work rules and require all employees to agree to and follow this policy per Chapter III, Sections 6 and 7 of the City Charter. VIOLATIONS: Any employee of the City of Muskegon who violates the provisions of this policy may be subject to disciplinary action up to and including dismissal. AMENDMENTS: The City reserves the right to amend this policy with such amendments being submitted to the City Manager. Document edit notes Action Person Date Change New L. Mikesell 3-7-24 New policy CONFIDENTIALITY AGREEMENT Date_______________ City of Muskegon _________________________________ Supervisor _________________________________ Printed Name By your signature below You acknowledge that You have read and understand the foregoing Confidentiality Agreement, that You agree to comply with all of the terms of the Agreement, and that You have received a copy of the Agreement. Date_______________ ___________________________________ Employee _________________________________ Printed Name
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