MCC.1.7.010 Confidentiality [Suspended]

(a) In the course of performing duties for the Tribe, Elected Officials may obtain or become aware of confidential information, such as any and all information disclosed to the Elected Official by the Tribe including, but not be limited to, electronic files, email, CDs, copyright, service mark and trademark registrations and applications, patents and patent applications, licenses, agreements, unique and special methods, techniques, procedures, processes, routines, formulas, data, know-how, trade secrets, innovations, inventions, discoveries, improvements, research and development and test results, research papers, specifications, software, quality controls, formats, plans, sketches, drawings, models, customer lists, customer and supplier identities, all financial information and projections, budgets, business plans and objectives, concepts, ideas, and all other documentation and information, including, without limitation, any information divulged in verbal conversations disclosed from the Tribe to the Elected Official. Confidential Information also includes personnel, financial and legal information of the Tribe, its programs, operations, enterprises and employees, including but not limited to information encompassed in any reports, investigations, research or development work, mailing lists, bid lists, directories, listings, plans, specifications, proposals, marketing plans, financial projections, cost sheets, bid estimates, bid spreadsheets, vendor or subcontractor quotes, financial data and any and all concepts or ideas, materials or information related to the business, products, or services of the Tribe or its customers and vendors.

(1) The term Confidential Information shall not include what would otherwise be deemed Confidential Information if an Elected Official can establish that:

(A) On the date elected or employed with the Tribe or a Tribal Entity, the information was in in the Elected Official's possession; or

(B) On the date elected or employed with the Tribe or a Tribal Entity, the information was generally known to the public; or

(C) The information became generally known to the public after the date elected or employed with the Tribe or a Tribal Entity, other than as a result of the act or omission of the Elected Official or under the direction of an Elected Official by any directors, officers, partners, or employees (if applicable); or

(D) The Elected Official lawfully received the information from a third party without that third party's breach of an agreement or obligation of trust.

(b) Elected Officials must hold all Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information or permit the release thereof to any outside person or entity except as necessary to perform their official duties or as otherwise required by law. If any question arises about whether information must be treated as confidential, Elected Officials must treat such information as confidential until confirmed otherwise by the Tribal Governing Board, in consultation with the legal department. Notwithstanding the foregoing, an Elected Official may, but only to the limited extent necessary, disclose Confidential Information to those employees, officers, directors, and/or representatives of the Elected Official having a need to know the Confidential Information to further the purpose and duties of elected office. As a condition precedent to any such disclosure, an Elected Official shall:

(1) Inform such parties receiving Confidential Information of its confidential nature; and

(2) Take all measures necessary to cause such parties to be bound by the obligations of confidentiality and use contained in this Agreement.

(d) Elected Officials also must not use or release, directly or indirectly, any proprietary information or trade secrets of the Tribe without prior authorization from the Tribal Governing Board, in consultation with the legal department. Trade secrets include any formula, pattern or devise of compilation of information which is used in the Tribe's business or operations.

(e) In the event an Elected Official or his or her representatives become compelled (by deposition, interrogatory, regulation, request for documents, subpoena, civil investigation demand or similar process by court order of a court of competent jurisdiction, or in order to comply with applicable requirements or requests of any applicable government authority) to disclose any Confidential Information, the Elected Official (to the extent not prohibited by law) shall provide the Tribal Governing Board with prompt notification of such requirements so the Tribe may seek a protective order or other appropriate remedy or waive compliance with the terms of this ordinance, which waiver may not be unreasonably withheld.

(f) Upon the end of an Elected Officials term of office, or otherwise as requested by the Tribal Governing Board, an Elected Official shall return any Confidential Information that is in tangible form including but not limited to, documents, electronic information, files, or other materials containing the Confidential Information to the Tribe or otherwise destroy any copies of the Confidential Information that is in tangible form.

(g) Violations of confidentiality, including the disclosure of confidential information (verbal, written or documents) as defined under Section MCC.1.2.010(b) of this ordinance shall be subject to removal from office pursuant to Article III, § 7 of the Amended Constitution and Bylaws of the Lac Courte Oreilles Band of Lake Superior Chippewa Indians. The Tribe reserves the right to prosecute any violations to fullest extent allowed under tribal, state or federal law.

(h) Because the extent of the monetary damages the Tribe would sustain in the event an Elected Official or any of its principals, employees or agents were to violate this Agreement may be difficult to ascertain, and because an award of monetary damages might be inadequate to protect the Tribe's rights, if an Elected Official or any of its principals, representatives or agents thereof threatens to violate or violates the obligations of confidentiality assumed under this ordinance, the Tribe shall be entitled, in addition to all other remedies available to it at law or in equity, to seek and obtain temporary, preliminary and injunctive relief against such threatened or actual violation(s), as well as an award of reasonable attorneys' fees, costs and expenses.

(1) Because the extent and amount of monetary damages that the Tribe would sustain in the event an Elected Official were to violate this agreement, the parties agree that it would be difficult to calculate an exact amount and the parties agree that a reasonable calculation of the amount of damages the tribe would sustain would be $100,000.00 (one hundred thousand dollars. Upon taking the oath of office, an Elected Official agrees that this $100,000.00 will be the amount of liquidated damages that the Tribe will be entitled to receive together with all other remedies available to it at law and equity in addition to such other monetary damages that the tribe is able to establish, should an Elected Official violate the terms set forth in this agreement.