CONFIDENTIALITY MEMORANDUM OF UNDERSTANDING

“Lawyers For Climate Justice / L4CJ”

 July 2021

WHEREAS:

A.    L4CJ is a group of lawyers (whether practising or not), academics and students who have agreed to abide by this MOU (“Participants”). The Participants have a common interest of engaging lawyers in Canada to build a low-carbon future (“Common Interest”).

B.    To achieve their Common Interest, the Participants must be able to communicate candidly and confidentially with each other and must also be able to exchange written information confidentially (“Materials”) in order to develop and implement their plans (“Strategy”).

THIS MOU WITNESSES that the Participant agrees with the others:

1.     Email communications between Participants related to Strategy (“Emails”) will be deemed confidential and common-interest privileged unless the contrary intention is specified in an email or a particular email is clearly intended for circulation to one or more non-Participants.

2.     Materials will be filed in a confidential Google Drive folder with restricted access (“Folder”). Only Participants who have fully observed this MOU and who have not been informed of an allegation of a breach by them of this MOU will have access to the Folder.

3.     No Email or Material will be disclosed to any third party or used for any purpose other than the Common Interest without the written consent of its author.  Participants will take all steps reasonably necessary to protect the confidentiality of Emails and Materials.  These obligations will continue indefinitely including after a person has ceased to be a Participant. 

4.     This MOU does not entitle a Participant to have access to information or documents in the possession, power, or control of any other Participant.  Each Participant retains all rights of ownership and control of their own Materials. Sharing an Email or a Material is not to be construed as a waiver of any privilege – including but not limited to solicitor-client privilege, litigation privilege, work product privilege and common interest privilege – that may otherwise exist in that Email or Material.

5.     This MOU does not create any agency or similar relationship. No Participant has the authority to waive any privilege on behalf of another Participant. No waiver of any privilege by the conduct of a Participant will be construed to apply to another Participant.

6.     Any Participant may remove themselves as a party to this MOU with 5 days emailed notice to a majority of the other Participants. 

7.     Where a majority of Participants are of the opinion that a Participant’s action or omission is inconsistent with the intent of this MOU (including but not limited to failure to give or to comply with an undertaking as set out below), they may, following 5 days email notice to that Participant: (a) remove that Participant as a party to this MOU and terminate access to the Folder; or (b)  require an undertaking from the Participant to take specified measures (including cooperating in the taking of specified measures by others) to ameliorate harm associated with the Participant’s action or omission.

8.     This MOU and the rights, obligations and relations of the Participants will be governed by and construed in accordance with the laws of the Province of B.C.; the B.C. Supreme Court shall have jurisdiction to entertain any action or other legal proceeding based on this MOU; and the Participants attorn to the jurisdiction of the BC Supreme Court.

9.     Each Participant knowingly waives any conflict of interest that may arise on account of this MOU.

10.  This MOU may be modified at any time in writing by a majority of the Participants.

11.  This MOU is intended to be the written embodiment of a prior oral understanding and applies to all communications (whether in person or by email) and disclosure of Materials among Participants prior to Participants signing this MOU.

12.  This MOU may be signed in counterparts and delivered by email to the Folder.  Each counterpart will constitute an original document and such counterparts taken together will constitute one and the same instrument.