NON-DISCLOSURE AGREEMENT
1. Background and Purpose of Disclosure
This non-disclosure agreement (the "NDA") is between the Contractor
(as described herein) and the Client (as described herein) (individually
a "Party" or together the "Parties") regarding the treatment of certain
confidential information that may be disclosed by one Party (the
"Disclosing Party") to the other Party (the "Receiving Party") as
context requires. The Parties are evaluating or are engaged in a
business relationship, during which Disclosing Party may disclose
certain valuable confidential and proprietary information.
2. Description of Confidential Information
Confidential Information, whether disclosed in written, oral, visual, or
tangible form, disclosed by Disclosing Party to Receiving Party shall be
subject to the provisions of the NDA when:
a. The information is disclosed in written form which is not
marked "not confidential" or "publicly available";
b. The information is disclosed orally or visually, such as
without limitation through visits to facilities of the Disclosing Party,
and is not identified at the time of disclosure as being "not
confidential" or "publicly available"; or
c. When disclosed in tangible form, such as without limitation
product samples, it is not identified at the time of disclosure as being
"not confidential" or "publicly available".
Moreover, Confidential Information shall always include, whether
marked confidential or not, data regarding any employee, director,
officer, agent, service provider, independent contractor or advisor of
the Client or data regarding the quantity, price, delivery, and/or other
commitments or proposals between the parties.
3. Agreement to Maintain Confidentiality
The Receiving Party agrees to hold any Confidential Information
disclosed to it in confidence, to cause its employees, agents or other
third parties to hold such Confidential Information in confidence, and
to use the same standard of care used to protect its own proprietary
and confidential information in protecting the Confidential
Information. Receiving Party shall not disclose Confidential
Information to others or use it for purposes other than the Project(s).
4. Effective Date and Length of Obligation
This NDA is effective as of the last date of execution by both parties
and may be terminated by either Party at any time upon written
notice or where the Parties have executed a retainer agreement, this
NDA will not terminate upon the termination of the retainer
agreement. Each Parties’ obligation of confidentiality and non-use of
Confidential Information hereunder shall last for five (5) years from
the date of such termination.
5. Exceptions to Confidential Information
Confidential Information shall not include any information which:
a. Was publicly available at the time of disclosure;
b. Became publicly available after disclosure without breach
of this NDA by either Party;
c. Was in parties’ possession prior to disclosure, as evidenced
by parties’ written records, and was not the subject of an earlier
confidential relationship with the other Party;
d. Was rightfully acquired by a Party after disclosure by the
other Party from a third Party who was lawfully in possession of the
information and was under no obligation to the other Party to
maintain its confidentiality;
e. Is independently developed by the parties’ employees or
agents who have not had access to the Confidential Information; or
f. Is required to be disclosed by the Party pursuant to judicial
order or other compulsion of law, provided that the Party shall
provide to the other Party prompt notice and a copy of such order and
comply with any protective order imposed on such disclosure.
6. Return of Confidential Information
At any time requested by one of the parties, the other Party shall
return or destroy all documents, samples or other materials
embodying Confidential Information, shall retain no copies thereof,
and shall certify in writing that such destruction or return has been
accomplished.
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7. Breach
If either Party breaches the terms of this NDA, the other Party shall
have the right to:
a. Terminate this NDA and/or demand the immediate return
of all Confidential Information;
b. Recover its actual damages incurred by reason of such
breach, including, without limitation, its legal fees as well as profits
obtained by the breaching Party as a result of misusing the
Confidential Information;
c. Obtain injunctive relief to prevent such breach or to
otherwise enforce the terms of this NDA; and
d. Pursue any other remedy available at law or in equity.
Failure to properly demand compliance or performance of any term
of this NDA shall not constitute a waiver of the parties’ rights
hereunder.
8. Governing Law
This NDA shall be governed, interpreted, and construed in accordance
with the laws of the Province of Ontario, Canada, notwithstanding the
fact that any party may now or hereafter be domiciled in a different
province, country or jurisdiction or to any choice of law provisions of
the Province of Ontario or any jurisdiction in which the Contractor
provides services under this NDA.
9. Dispute Resolution
a. The Contractor and the Client shall attempt in good faith to
resolve any dispute promptly by negotiation.
b. If a dispute is not resolved between the Parties, then either
Party may commence an arbitration procedure.
c. The dispute shall be finally resolved by arbitration, through
a jointly appointed arbitrator in the Province of Ontario, Canada. The
arbitration will be governed by the laws of Ontario and the laws of
Canada applicable therein.
d. The deemed resolution or decision of the arbitration
pursuant to the preceding paragraphs shall be final and binding.
10. General Provisions
a. This NDA constitutes the entire NDA between the parties
with respect to the subject matter hereof and supersedes and
completely and irrevocably terminates any and all other previous or
contemporaneous communications, representations,
understandings, warranties, covenants, conditions, agreements,
negotiations or discussions, either oral or written, between the
parties. The parties acknowledge and agree that there are no written
or oral agreements, understandings, or representations, directly or
indirectly, expressed or implied, collateral, statutory or otherwise, as
related to this NDA that are not set forth herein.
b. This NDA may be altered or amended exclusively by the
mutual written and signed agreement of both Parties hereto and with
specific reference to this NDA, and any such amendments shall be
affixed to the end of this NDA, except where a Party is notifying
another Party of a change in its address for notice.
c. Each and every right, remedy and power hereby granted to
any party or allowed it by law shall be cumulative and not exclusive of
any other.
d. Headings are inserted for convenience of the parties only
and are not to be considered when interpreting this NDA. Words in
the singular mean and include the plural and vice versa as context
requires. Words in one gender mean and include the all genders
including neutral terminology and vice versa as context requires.
e. This NDA may be executed in counterparts and by
electronic means, such as without limitation facsimile and scanned
copy delivered by electronic mail, each counterpart being deemed to
be an original and all of which taken together shall constitute one
single agreement between the parties hereto.
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The Parties hereby confirm that they each have had Independent Legal Advice, or have had the time and opportunity to obtain Independent Legal
Advice prior to signing this NDA and declined it.

The Contractor The Client

Signature Signature
Name Sira B Diallo Name Gerjon Kalaci
Title Candidate Title CEO
Company Alexa Translations Company Alexa Translations
Date Date
17 février 2023
Notice Post Address 67 la Rochelle, Dieppe (Nouveau-Brunswick)Notice Post Address 2001 Sheppard Avenue East, Suite 801
Toronto, ON, M2J 4Z8, Canada
Notice E-mail Address Esd3328@umoncton.ca Notice E-mail Address info@alexatranslations.com

By signing above I confirm that I have By signing above I confirm that I have the
the authority to bind the Contractor for authority to bind the Client for the purposes
the purposes of this Agreement of this Agreement

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