Notice by: LEXcellence Lawyer CorporationThis is a generic precedent of a Confidentiality and Non-Disclosure Agreement. It is notaddressed to any particular circumstance and is not suited for all circumstances. Moreover,our provision of this precedent is not to be construed as legal advice or any form of legalopinion as to its suitability or applicability. We are providing this only to provide readerswith a general purpose text to guide their discussions with their legal advisors.
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
The Parties to this Agreement are _______________ a Canadian corporation having itsprincipal place of business in the city of _____________ and its Affiliates (“
”) and the party signing below as receiving party and its Affiliates(“
"). This Agreement is effective as of the date of signature and will expire one yeartherefrom (the Expiry Date”) unless earlier terminated in accordance with theprovisions of Section 9 below.WHEREAS DISCLOSING PARTY proposes to hold one or several meetings ordiscussions, or to exchange written forms of communication in connection with _______________ (the “
”) , and in the course of which one party as theDisclosing Party may disclose to the other party as the Receiving Party certainConfidential Information (as defined in Article 2) which the Disclosing Party wishesto have maintained in confidence by the Receiving Party,NOW THEREFORE, for good and valuable consideration agreed by the parties to besufficient, RECEIVING PARTY and the DISCLOSING PARTY hereby mutually agreethat:
The Receiving Party of Confidential Information shall now or hereaftersafeguard it by not using or disclosing it for any purpose other than inconnection with the above-noted Activities and by maintaining it in secrecyand confidence from third parties up to the Expiry Date (as defined above) plusthe Term Extension Period (as defined in Article 9). The Receiving Party maydisclose Confidential Information to employees of its Affiliates whose duties justify the need to know such information. Such employees shall be requiredto comply with the terms of this Agreement with regard to the disclosure anduse of the Confidential Information and the Receiving Party shall be liable forthe actions of said employees. The Receiving Party agrees that all ConfidentialInformation of the Disclosing Party shall be the sole property of the DisclosingParty.
The term "Confidential Information" shall mean any information disclosedpursuant to Article 3, but shall not include information that the Receiving Partycan prove: