Fillable Printable Confidentiality and Non-disclosure Agreement
Fillable Printable Confidentiality and Non-disclosure Agreement
Confidentiality and Non-disclosure Agreement
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This CONFIDENTIALITYAND NON-DISCLOSUREAGREEMENTdated[AGREEMENTDATE] (the
“Agreement”)
BETWEEN:
[RECEIVINGPARTY],whoseprincipal placeofbusiness islocated at[RECEIVING PARTYPLACEOF
BUSINESS], (hereinafter, “Receiving Party”)
and
[DISCLOSING PARTY], whose principal place ofbusinessislocatedat [DISCLOSING PARTYPLACEOF
BUSINESS] (hereinafter, “Company”)
(each a “Party” and collectively, the “Parties”)
RECITES:
A.TheParties consider it desirable forCompanyto disclose Confidential Informationtothe ReceivingParty
for the limited purpose of [PURPOSE] (the “Permitted Purpose”); and
B.TheParties wishto define herein the obligationsof the ReceivingPartywith respectto the handlingand
disclosureofConfidential Informationthatmaybedisclosed tothe ReceivingPartybyCompanyin
connection with the Permitted Purpose.
TERMS
Inconsideration ofthemutualcovenants and conditions setforth herein,theReceivingParty, intending to
be legally bound, agrees as follows:
1.Definitions
(a) “Business Information” includes,but is not limited to,information relating to intellectual property,
businessplans, financial information, products, services,manufacturingprocesses and know-how, technical
information,sourcesofsupply, strategic plans,advertisingand marketing plans, customer lists, sales, profits, pricing
methods, personnel and business relationships.
(b) “Confidential Information” includes,butis not limitedto, Company’sIntellectual Property
Information,Business Information and Trade Secrets, whether or not reduced to writing or other tangible expression,
whichCompanymaydisclosetothe Receiving Party; providedhoweverthat Confidential Information shall not
include any information which (i) wasalreadyknown tothe ReceivingParty prior to thetime ofdisclosure by
Companyas evidencedbywrittenrecords, (ii) isavailable orbecomesgenerally available to the public otherthan
througha breach ofthis AgreementbytheReceivingParty, (iii)isacquired orreceivedrightfullyand without
confidential limitationbytheReceiving Partyfrom a thirdparty, or(iv)is independentlydevelopedbythe Receiving
Party without breach of this Agreement.
(c) “Effective Date” means the date written at the top of the first page of this Agreement;
(d) “IntellectualProperty Information” includes,but is not limited to, information relating to research
and development,discoveries, improvements,processes, know-how, drawings,blueprints, specifications, samples,
formulae, notes, patents, copyrights, trademarks, trade names,and patent, trademark and copyrightapplications;
and
(e) “Trade Secrets” means informationthat (i) derives independent economicvalue, actual or
potential, from not being generally known to, and not being readily ascertainable by proper means by, other
persons who can obtain economicvalue from its disclosure or use, and(ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy.
2.TheReceiving Party agrees that it shall only use Confidential Information for the Permitted Purpose and for
no other purpose whatsoever.
3.TheReceivingPartyagrees totakeallnecessaryand appropriate stepsto keepconfidential andprotect
ConfidentialInformationincluding: (i)restricting accesstoall Confidential Information received from theotherto
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thoseemployees who havea“need to know”and advising such employees of theirobligationstohandlethe
ConfidentialInformation withthehighest degreeofcare and prudence topreventa violationof thisAgreement;and
(ii)notusing, disclosing,orallowing access tosuch ConfidentialInformation by any thirdparty, exceptasauthorized
by Companyinwriting.TheReceiving Partyfurther agrees to keep confidential the existence of this Agreement and
that it is meeting with or receiving information from Company, except as may be required by law.
4.The Receiving Party agrees it shall be liable for any breach of this Agreement byits employees, employees
ofitsaffiliates or subsidiariesandbyanyconsultant, agent, or otherthird party towhomithas communicated
Confidential Information.
5.If the Receiving Party becomes legally required to disclose Confidential Information, or any part thereof, the
Receiving Party will give Company prompt notice of such requirement to the extent that the Receiving Party is legally
able to doso. If Companywaives compliance with any of the termsofthis Agreement oris unable to obtain a
protective order orotherappropriate remedy with respecttosuch disclosure ofConfidentialInformation, then the
Receiving Partywill disclose onlythat portionof the ConfidentialInformation necessaryto ensurecompliance with
such legal requirement.AnyConfidential Informationthat is disclosedpursuanttoa legal obligation shallmaintain
its confidential character if the disclosure does not result in the information becoming generally known or available to
third parties without restrictions on furtherdisclosure. The ReceivingPartyhasthe burden ofproving the foregoing
exceptions and must notify Company within fortyeight hours from the time of disclosure upon such exceptions.
6.TheReceiving Partyagrees that ConfidentialInformation is andwill remain the propertyofCompanyand
all such ConfidentialInformation intangible form and copies thereofwillbe returned promptly to Companyupon
request, except that the ReceivingPartymayretain one copyofCompany’s confidentialinformation for regulatory
and risk management purposes provided that such copy is securely maintained in a secure location at the Receiving
Party’s principal place of businessor bythe Receiving Party’s legal counsel. No use of such Confidential
Information is permitted except as provided in this Agreement,andthe ReceivingPartyagrees nottorelyupon,in
any manner,ConfidentialInformation except as authorized bythis Agreement.No grantofanyofCompany's
intellectual property rights, including any license implied or otherwise, is given or intended to be given.
7.Samplesof products(“Samples”)provided byCompany to theReceivingPartyfor itsevaluation, together
with productsmadetherefrom andinformation obtained bythe ReceivingPartyasa result ofthe evaluation thereof
shall be deemed Confidential Information subject to this Agreement. The Receiving Party may evaluate the Samples
for the PermittedPurposeonly,andshallnot, without the priorwritten consentof Company, chemicallyanalyze,
disassemble, sell,showorgive the Samples,products made therefrom, ortheevaluationresults,to anythird party.
TheSamples and productsmade therefromshall be returned or disposedof asspecifiedbyCompany. Testresults
obtained bythe ReceivingPartyin connection with testing conducted on Samples shall bemade availableto
Company upon their achievement.
8.This Agreement will be effective asof the Effective Date, but will apply to any Confidential Information
disclosed to the Receiving Party by Company prior to such date. This Agreement shall expire:
(a) as to subsequent disclosures of ConfidentialInformation, on the later of five (5) years from and
after the Effective Date or five (5) yearsfromthe expiry or termination of any other agreement between
the Parties related to the supply of goods and/or services in relation to the Permitted Purpose; and
(b) as to any Confidential Information disclosedprior tothe date of any termination under
subsection (a) above, for a further period of five (5) yearsfromand after such date; provided that this
Agreement shall continue in full force and effect withrespect toany Trade Secret for such additional
period as such information remains a Trade Secret.
9.TheReceiving Partyacknowledges andwillnotcontest thatunauthorized disclosure or otherviolation, or
threatened violation ofthisAgreement bythe Receiving Partywillcause irreparabledamage to Company. The
Receiving Partyagreesthat Companywillbe entitledtoseekan injunction prohibiting the Receiving Partyfrom any
such disclosure,attempted disclosure,violationorthreatened violationwithout the necessityofprovingdamages or
furnishing a bond or other security. The Receiving Party hereby indemnifies and holds Company harmless from and
against all damages, losses and costs (including reasonable attorneys’ fees) resultingfrom any such actual,
attempted or threatened disclosure or violation.
10.Neither this Agreement nor anything disclosed or provided pursuant to this Agreement creates or should be
construed to create, in any manner, any obligation to enterinto anycontract orbusinessarrangement nor doesit
obligate eitherParty topurchaseanyserviceoritem from the otherorofferforsaleany products using or
incorporating Confidential Information.
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11.TheReceivingPartyagrees and acknowledges that neitherCompanynoritsshareholders, officers,
employees, agents oradvisors make any representationorwarranty(express orimplied) as tothe accuracyand
completeness of ConfidentialInformation except as maybe expressly represented orwarranted in anysubsequent
agreement concluded between the Parties.
12.This Agreement maynotbe amendedor modified, normayanyrightor remedyofanyParty bewaived,
except in writing, signed by such Party. The waiver by any Party of the breach of any term or provision hereof by any
other Party will not be construed as a waiver of any other subsequent breach.
13.Therights and obligations of theParties pursuantto this Agreement shallbe inaddition to andshall not
derogate fromeitherParty’s obligations under any otheragreement betweenthem. Inthe event ofanyconflict
betweenany provision(s)ofthis Agreementand those of anyotheragreement betweenthem,the morerestrictive
provision(s) shall apply.
14.This Agreement is governed by and will be construed in accordance with the laws of the province of
Nova Scotia and the laws of Canada applicable therein. The Receiving Party attorns to the exclusive venue and
jurisdiction of the Courts of Nova Scotia, and waives any arguments under the conflict of laws removing such
exclusive venue, jurisdiction or governing law.
15.The ReceivingPartyaffirms that the individual(s) executingthis Agreement has theauthoritytobind the
Receiving Party to the terms hereof.
16.TheParties acknowledgeandagreethat each andeveryterm of this Agreement is of theessence.If any
one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any
respect, the validity, legalityand enforceabilityofthe remaining provisions containedinthis Agreement shallnotin
any waybe affected orimpairedtherebyso long as thecommercial, economic and legalsubstance of the
transaction contemplated herebyarenotaffected in anymanner materiallyadverse to any Party. Uponsuch a
declaration,theParties shall modify thisAgreement soasto carryout theoriginalintentofthe Parties as closelyas
possibleinan acceptablemannerso that the purposescontemplated herebyare consummated as originally
contemplated to the fullest extent possible.
17.Anelectronic copyorfacsimileofa party’s signature shall be bindingupon the signatorywiththe same
force and effect as an original signature.
[RECEIVING PARTY]
Per:
Name:
Title: