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Fillable Printable Mutual Non-Disclosure Agreement

Fillable Printable Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement
This Non-Disclo sure Agreement is entered into on this ___ day of March, 2012 (“Effective Date”) by and
between the GOVERNORS OF THE UNIVERSITY OF CALGARY, a provincial corporation pursuant to
the Post-Secondary Learning Act, S.A. 2003, c.P-19.5 having its principal pla ce o f business at 2500
University Drive N.W., Calgary, Alberta, Canada T2N 1N4 (the “University”) and _________________, a
corporation incorpo rated u nder the laws of Canada, having its registered office at
__________________________________ (“Company”).
In consideration of the mutual promises and covenants contained in this Agreement, the Parties agree as
follows:
1. Confidential Information
(a) “Confidential Information” means any proprietary information that is disclosed by Disclosing Party
(defined herein) to Receiving Party (defin ed herein) and identified as confidential or proprietary at the
time of disclosure, or, if disclosed orally, whi ch is identified as confidential or proprietary at the time of
disclosure and such designation is confirmed in writing no later than thirty (30) days after such
disclosure. Confidential inf ormation includes, without limitation, all proprietary information which
relates to Disclosing Party’s business (including without limitation, business plans, financi al data,
customer information, marketing plans, etc.), technology (including without limitation, technical
drawings, designs, schematics, algorithms, technical data, product plans, research pla ns, software,
etc.), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions
(whether or n ot patentable) and which should be reasonably understood by Receiving Party as the
confidential or proprietary information of Disclosing Party.
(b) Confidential Information shall not include any information that Receiving Party can document:
(i) is or falls into the public do main without fault of Receiving Party;
(ii) Receiving Party can show by written documentation was in its possession witho ut any obligation
of confidentiality prior to re ceipt from Disclosing Party;
(iii) is independently developed by Receiving Party without reference to the Confid ential Information;
or
(iv) is obtained by Receiving Party from a third party without any obligation of confidentiality to
Disclosing Party.
2. Non-disclosure Obligations
(a) Confidential Information of each party (“Disclosing Party”) shall be used by the other party (“Receiving
Party”) solely for the purpose of evaluating whether or not the partie s wi sh to enter into a business
transaction regarding ____ ____________________________________________ ____________.
For a period of five (5) years following the Effective Date, Receiving Party shall take all rea so nable
measures to protect the Confidential Information of Disclosing Party from falling into the public
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domain or the possession of persons other than tho se persons authorized to have any such
Confidential Information, which measure shall include the degree of care that Receiving Party utilizes
to protect its own informati on of a similar nature.
(b) Nothing in this Agreement shall prohibit Re ceiving Party from disclosing Confidential Information of
Disclosing Party if legally required to do so by judicial or governmental order or in a judicial or
governmental proceeding (“Requi red Disclosure”); provided that Receiving Party shall
(i) give Disclosing Party reasonable notice of such Required Disclosure prior to disclosure;
(ii) co-operate with Disclosing Party in the event that it elects to contest su ch disclo sure or seek a
protective order with respect thereto, or
(iii) in any event only disclose the exact Confidential Information, or portion thereof, specifi cally
requested by the Required Disclosu re.
(c) the terms and conditions set out in this section shall survive this Agreement.
3. Custodians
The parties appoint the persons listed below as their custodians (“Custodians”) to receive and control,
on their respective behalf, all Confidential Information of the respective parties pursuant to this
Agreement. Either party may change its Custodian by giving written notice to the other Party of the
name and address of its newly appointed Custodian.
Company Custodian: University Custodian:
4. General Provisions
(a) All Confidential Information of Disclosing Party is and shall remain the property of Disclosing Party.
Nothing contained in this Agreement shall be construed as granting or conferring any rights by license
or otherwise, either express, implied or by estoppel, to any Confidential Informat ion of Disclosing
Party, or under any patent, copyright, trademark or trade se cret of Disclosing Party. Disclosin g Party
does not make any represe ntation or warranty with respect to the non-infringement of third party
patents, copyrights, tra demarks or trade secrets with respect to its respective Confidential
Information.
(b) ALL CONFID ENTIAL INFORMATION FUR NISHED UNDER THIS AGREEMENT IS PROVIDED BY
DISCLOSING PARTY “AS IS, WITH ALL FAULTS.” DISCLOSING PARTY DOES NOT MAKE ANY
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE ACCURACY,
COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR USE, NON-
INFRINGEME NT OR OTHER ATTRIBUTES OF ITS CONFIDENTIAL INFORMATION.
(c) The term of this Agreement shall be 1 year from the Effective Date, unless otherwise extended or
renewed. This Agreement may be terminated earlier by either Party upon written notice that that party
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has decided not to enter into the business transaction or agreement contemplated by the parties
hereto.
(d) Immediately upon
(i) the decision in writing by ei ther party not to enter into the transaction or agreement contemplated
by the parties hereto, or
(ii) written request by Disclosing Party at any time, Receiving Party shall return to Disclosi ng Party all
copies or extracts of Disclosing Party’s Confid ential Information, in any medium, or certify, in
writing by an authori ze d officer of Receiving Party, the destruction of the same to Disclo sing
Party.
(d) Receiving Party shall not assign or transfer this Agreement or any of its rights he reunder or delegate
any of its obligations hereunder (except by merger, acquisitio n, or operation of law) without the prio r
written conse nt of the other party, which consent shall not be unreasonably withh eld. Subject to the
foregoing, this Agreement shall inure to the benefit of and be binding upon the pa rties, their p ermitted
successo rs and permitted assigns.
(e) Nothing in this Agreement shall be construed to require Disclosing Party to disclose a ny Confidential
Information to Receiving Party or to negotiate or enter into any business transaction with Re ceiving
Party.
(f) The parties are inde pendent contractors. Nothing in this Agreement or in the activities conte mplated
by the parties hereunder shall be deemed to create an agen cy, partnership, employment or joint
venture relationship between the parties. Neither party’s officers or employees, agents or contractors
shall be deemed officers, employees, agents or contractors of the other party for any purpose . Each
party shall be deemed to be acting solely on its own behalf and has no authority to incur obligations
or perform any acts or make any statem ents on behalf of the other party. Neither party shall represent
to any person or permit any person to act upon the belief that it has any such authority from the other
party.
(g) All notices related to the administration of this Agreement will be delivered (i) by registered or certified
mail, postage prepaid, (ii) by courier service, or (iii) by facsimile to the following addresses of the
respective parties:
For Company: For the University:
Senior Executive Director, Re search Services
University of Calgary
2500 University Dr., NW
Calgary, Alberta T2N 1N4
Fax: 403.289.0693
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Notices shall be effective on the fifth (5
th
) business day following th e date of mailing if mailed, upon
documented receipt if sent by courier service, or upon transmission if sent by electronic mail. A party
may change i t s address listed above by notice to the other party.
(h) This Agreement shall be construed and governed by the laws of the Province of Alberta, without
giving effect to its conflict of law principles. The parties hereby submit to the personal juri sdiction of,
and agree that any legal proceeding with respect to or arising under any action commenced by either
party shall be brought solely in, the courts of the Province of Alberta having subj ect matter
jurisdiction.
(i) Receiving Party acknowledges and agrees that due to the unique nature of Disclosing Party’s
Confidential Information, there may be n o adequate remedy at law for any breach of its obliga t ions
hereunder. Disclosi ng Party may be entitled to approp riate equita ble relief in addition to whatev er
remedies it might have at law. Receiving Party will notify Disclosing Party in writing immediately upon
the occurrence of any such unautho rized release or other breach of which it is aware.
(j) This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes a ny prior understanding and agreements between them respecting the
subject matter hereof. It shall not be modified except by a written agreement si gned by both parties.
No delay, failure or waive r of either pa rty’s exercise or partial exercise of any right or remedy under
this Agreement shall op erate to limit, impair, preclude, cancel, waive or otherwise affect such right or
remedy. No waiver of any provision of this Agreement shall constitute a waiver of any other
provision(s) or of the same provision on another occasion. If any provision of this Agreement shall be
held by a court of compete nt jurisdiction to be illegal, invalid or unenforceable, the remaining
provisions shall remain in full force and effect.
(k) More than one cou nterpart of this Agreem ent may be executed by the parties hereto, each of which
shall be deemed an o riginal, but all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized
representativ es of the parties hereto on the date first written above.
COMPANY
Per:
Name:
Title:
Date:
THE GOVERNORS OF THE UNIVERSITY OF
CALGARY
Per:
Name:
Title:
Date:
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