Standard Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the Agreement) is between the Disclosing Party who is sending you the linked confidential submissions and you. This Agreement is entered into for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. You agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (Confidential Information).
- Definition of Confidential Information. For the purposes of this Agreement, Confidential Information or material is that which has or could have commercial value or other utility in the business in which Disclosing Party is engaged.
- Exclusions from Confidential Information. Your obligations under this Agreement do not extend to information that is (a) publicly known at the time of disclosure or subsequently becomes publicly know through no fault of yours; (b) discovered or created by you before disclosure by Disclosing Party; (c) learned by you through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by you with Disclosing Party's prior written approval.
- Your Obligations. These obligations apply to the current linked submissions and all their derivative works in any form. You shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. You shall carefully restrict access to Confidential Information to employees, contractors and third Party's as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. You shall not without prior written approval of Disclosing Party, use for your own benefit, publish, copy or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. You shall return to Disclosing Party any and all records, notes and other written, printed or tangible materials in your possession pertaining to Confidential Information immediately if Disclosing Party requests such in writing. All information of a confidential nature related to the Disclosing Party's shall be deleted from all computers and storage devices that you have used to store Disclosing Party's confidential information.
- Time Periods. The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and your duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends you written notice releasing you from this Agreement, whichever occurs first.
- Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
- Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the Parties.
- Integration. This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and EntreBahn Non-disclosure Agreement undertakings. This Agreement may not be amended except by acceptance by you by clicking on the Accept button below.
- Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
- Governing Law; Attornment to Ontario This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein. Any and all disputes arising under this Agency Agreement, whether as to interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the parties hereto hereby irrevocably attorns to the jurisdiction of the courts of such province.
This Agreement and each Party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has accepted this Agreement through its authorized representatives.