FREE Canadian Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT



This Non-Disclosure Agreement is made on this [Date] by and between:



[Name of the Discloser], having his/her place of business at [Address], herein after referred as the Disclosure;



AND



[Name of the Recipient], having his/her place of business at [Address] herein after referred as the Recipient;



WHEREAS in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), the Parties agree as follows:



1. CONFIDENTIAL INFORMATION: Confidential Information shall mean and include any information disclosed by one party (the ‘Discloser’) to the other (the ‘Recipient’) relating directly or indirectly to the [Purpose of the Agreement/ Disclosure] which is identified by the Discloser, either orally or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.



2. EXCEPTIONS TO CONFIDENTIAL INFORMATION:



This Agreement does not apply to information that:

i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient;

ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate documentation to confirm such prior knowledge or independent development;

iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;

iv. is used or disclosed by Recipient with Discloser’s prior written approval; or

v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. Any action taken by Discloser to contest the disclosure must not compromise the obligations of Recipient under the order to disclose or cause Recipient to be subject to any fine, penalty or prosecution.



3. USE OF CONFIDENTIAL INFORMATION: The Recipient may only use the Confidential Information for the purpose of [Purpose of the Agreement/Disclosure] (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser.



4. NON-DISCLOSURE: The Recipient must keep the Confidential Information in confidence. Recipient may only disclose the Confidential Information to its employees, directors, officers, agents, and consultants who have a need-to-know the Confidential Information for the Permitted Purpose, provided that they are advised of the confidential nature of the Confidential Information and are under an obligation to maintain its confidentiality.



5. RETURN OF CONFIDENTIAL INFORMATION: If requested in writing by Discloser, Recipient must cease using, return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control.



6. TERM: This Agreement and Recipient’s obligation to keep Confidential Information confidential expires ____ (__)years after the Effective Date.



7. GENERAL PROVISIONS

Remedies - Recipient agrees that damages may not be an adequate remedy for any breach or threatened breach of the Recipient’s obligations under this Agreement. Accordingly, in addition to any and all other available remedies, Discloser will be entitled to seek a temporary or permanent injunction or any other form of equitable relief to enforce the obligations contained in this Agreement.

No waiver - Failure of a party to enforce its rights on one occasion will not result in a waiver of those rights on any other occasion.

Regulatory compliance - Each party must comply with all applicable laws, regulations and rules in its jurisdiction, including but not limited to those relating to the export of information and data.

Governing Law - This Agreement will be governed and construed in accordance with the laws of the Province of [Province] and the laws of Canada and the parties submit themselves to the exclusive jurisdiction of the courts of the Province of [Province].

The parties have duly executed this Agreement by their duly authorized representatives as of the Effective Date.

RECIPIENT DISCLOSER

__________________________ __________________________