Fillable Printable Confidentiality and Non-disclosure Agreement

Confidentiality and Non-disclosure Agreement

12501856-1

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.

(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

12501856-1

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.

12501856-1

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: