Non Disclosure Agreement Template

1. Non Disclosure Agreement Template Non-Disclosure AgreementAgreement made [insert date], between:[Insert Company A Name] including its affiliates and subsidiaries, with principal offices at[insert address] and [Insert Company B Name] with principal offices at [insert address].In connection with a possible business relationship between the parties, each party intends todisclose certain confidential information to the other party. The purpose of such disclosure isto enable each party (i) to evaluate the proposed business relationship and (ii) to conduct anyensuing business arrangement that is actually conducted by the parties without the benefit ofa further agreement governing the treatment of confidential information.In consideration of each party making such confidential information available to the otherparty, the parties hereby agree as follows:Definitions"Owner" shall mean the party disclosing Proprietary Information (as hereinafter defined) orfrom whom Proprietary Information was obtained."Recipient" shall mean the party receiving the Proprietary Information."Proprietary Information" shall mean any and all technical, trade secret or business informationincluding, without limitation, financial information, business or marketing strategies or plans,product development, or customer information of the Owner, which is disclosed to theRecipient or is otherwise obtained by the Recipient from the Owner, its affiliates, agents orrepresentatives during the term of this agreement.Duty not to DiscloseThe Recipient acknowledges and understands that the Proprietary Information is confidentialand proprietary, and is of great value and importance to the success of the Owners business.The Recipient agrees to use its best efforts (the same being not less than that employed to

2. protect its own proprietary information of a similar type) to safeguard the ProprietaryInformation and to prevent the unauthorized, negligent or inadvertent disclosure thereof. TheRecipient shall not, without the prior written approval of an officer of the Owner, directly orindirectly, disclose the Proprietary Information to any person or business entity except for alimited number of employees, attorneys, accountants and other advisors of the Recipient andits affiliates on a need-to-know basis. The Recipient shall promptly notify the Owner in writingof any unauthorized, negligent or inadvertent disclosure of Proprietary Information of theOwner. The Recipient shall be liable under this agreement to the Owner for any disclosure inviolation of this agreement by it or its affiliates employees, attorneys, accountants or otheradvisors or agents.Use RestrictionWith respect to Proprietary Information that is designated on Schedule A hereto as “SpecialProprietary Information”, if any, the Recipient shall only use the Special ProprietaryInformation for the limited purpose of evaluating the possibility of entering into a businessrelationship with the Owner as is presently being discussed between the parties and shall notuse the Special Proprietary Information for any other purpose. The Recipient shall promptlynotify the Owner in writing of any unauthorized, negligent or inadvertent use of SpecialProprietary Information of the Owner. The Recipient shall be liable under this agreement tothe Owner for any use in violation of this agreement by it or its affiliates employees, attorneys,accountants or other advisors or agents.Duty To ReturnThe Recipient shall, upon completion or other termination of discussions with respect to theProprietary Information, or upon termination of this agreement, or upon demand by theOwner, whichever is earlier, promptly: (a) return to the Owner any and all ProprietaryInformation in tangible form together with all copies or reproductions thereof; and (b) destroyany notes, memoranda or other documents concerning the Proprietary Information andprovide a certificate from an officer of Recipient certifying to Owner that such items havebeen destroyed.RemediesThe Recipient acknowledges and understands that the use or disclosure of the ProprietaryInformation in any manner inconsistent with this agreement will cause the Owner irreparabledamage. The Owner shall have the right to: (a) equitable and injunctive relief to prevent such protect its own proprietary information of a similar type) to safeguard the ProprietaryInformation and to prevent the unauthorized, negligent or inadvertent disclosure thereof. TheRecipient shall not, without the prior written approval of an officer of the Owner, directly orindirectly, disclose the Proprietary Information to any person or business entity except for alimited number of employees, attorneys, accountants and other advisors of the Recipient andits affiliates on a need-to-know basis. The Recipient shall promptly notify the Owner in writingof any unauthorized, negligent or inadvertent disclosure of Proprietary Information of theOwner. The Recipient shall be liable under this agreement to the Owner for any disclosure inviolation of this agreement by it or its affiliates employees, attorneys, accountants or otheradvisors or agents.Use RestrictionWith respect to Proprietary Information that is designated on Schedule A hereto as “SpecialProprietary Information”, if any, the Recipient shall only use the Special ProprietaryInformation for the limited purpose of evaluating the possibility of entering into a businessrelationship with the Owner as is presently being discussed between the parties and shall notuse the Special Proprietary Information for any other purpose. The Recipient shall promptlynotify the Owner in writing of any unauthorized, negligent or inadvertent use of SpecialProprietary Information of the Owner. The Recipient shall be liable under this agreement tothe Owner for any use in violation of this agreement by it or its affiliates employees, attorneys,accountants or other advisors or agents.Duty To ReturnThe Recipient shall, upon completion or other termination of discussions with respect to theProprietary Information, or upon termination of this agreement, or upon demand by theOwner, whichever is earlier, promptly: (a) return to the Owner any and all ProprietaryInformation in tangible form together with all copies or reproductions thereof; and (b) destroyany notes, memoranda or other documents concerning the Proprietary Information andprovide a certificate from an officer of Recipient certifying to Owner that such items havebeen destroyed.RemediesThe Recipient acknowledges and understands that the use or disclosure of the ProprietaryInformation in any manner inconsistent with this agreement will cause the Owner irreparabledamage. The Owner shall have the right to: (a) equitable and injunctive relief to prevent such

3. unauthorized, negligent or inadvertent use or disclosure; and (b) recover the amount of allsuch damage (including attorneys fees and expenses) to the Owner in connection with suchuse or disclosure. In the event that any court of competent jurisdiction determines that anyprovision of this agreement is too broad to enforce as written, such court is authorized anddirected to construe, modify or reform such provision to the extent reasonable necessary tomake such provision enforceable. Nothing in this agreement shall be construed to prohibitany party from pursuing any other available remedies for breach or threatened breach of thisagreement, including the recovery of damages. No failure or delay by any party in exercisingany right, power or privilege under this agreement shall operate as a waiver thereof, nor shallany single or partial exercise thereof preclude the exercise of any other right, power orprivilege hereunder.ExclusionsRecipient shall not have any obligations under this agreement with respect to any informationthat is: (a) already known to Recipient or its affiliates at the time of the disclosure; (b) publiclyknown at the time of the disclosure or becomes publicly known through no wrongful act orfailure of Recipient; (c) subsequently disclosed to Recipient or its affiliates on a non-confidential basis by a third party not having a confidential relationship with Owner whichrightfully acquired such information; (d) communicated to a third party by Recipient with theexpress written consent of Owner; (e) independently developed by the Recipient or itsaffiliates; or (f) legally compelled to be disclosed pursuant to a subpoena, summons, order orother judicial or governmental process, provided Recipient provides prompt notice of anysuch subpoena, order, etc. to Owner so that Owner will have the opportunity to obtain aprotective order.TerminationThis Agreement shall have a term of two years unless extended by mutual agreement orterminated pursuant to the succeeding sentence. Either party may terminate this agreementby giving the other party 90-business days written notice. The rights and obligations of theparties hereunder with respect to any Proprietary Information disclosed or obtained prior totermination shall survive any termination of this agreement or any return of ProprietaryInformation under Section 4 for a period of 5 years.GeneralThe Owner is not making any representation or warranty, expressed or implied, as to the unauthorized, negligent or inadvertent use or disclosure; and (b) recover the amount of allsuch damage (including attorneys fees and expenses) to the Owner in connection with suchuse or disclosure. In the event that any court of competent jurisdiction determines that anyprovision of this agreement is too broad to enforce as written, such court is authorized anddirected to construe, modify or reform such provision to the extent reasonable necessary tomake such provision enforceable. Nothing in this agreement shall be construed to prohibitany party from pursuing any other available remedies for breach or threatened breach of thisagreement, including the recovery of damages. No failure or delay by any party in exercisingany right, power or privilege under this agreement shall operate as a waiver thereof, nor shallany single or partial exercise thereof preclude the exercise of any other right, power orprivilege hereunder.ExclusionsRecipient shall not have any obligations under this agreement with respect to any informationthat is: (a) already known to Recipient or its affiliates at the time of the disclosure; (b) publiclyknown at the time of the disclosure or becomes publicly known through no wrongful act orfailure of Recipient; (c) subsequently disclosed to Recipient or its affiliates on a non-confidential basis by a third party not having a confidential relationship with Owner whichrightfully acquired such information; (d) communicated to a third party by Recipient with theexpress written consent of Owner; (e) independently developed by the Recipient or itsaffiliates; or (f) legally compelled to be disclosed pursuant to a subpoena, summons, order orother judicial or governmental process, provided Recipient provides prompt notice of anysuch subpoena, order, etc. to Owner so that Owner will have the opportunity to obtain aprotective order.TerminationThis Agreement shall have a term of two years unless extended by mutual agreement orterminated pursuant to the succeeding sentence. Either party may terminate this agreementby giving the other party 90-business days written notice. The rights and obligations of theparties hereunder with respect to any Proprietary Information disclosed or obtained prior totermination shall survive any termination of this agreement or any return of ProprietaryInformation under Section 4 for a period of 5 years.GeneralThe Owner is not making any representation or warranty, expressed or implied, as to the

4. accuracy or completeness of any Proprietary Information nor shall the Owner have any liabilityto the Recipient or to any other person resulting from the Recipients use of the ProprietaryInformation. Neither party shall be bound with regard to any transaction being discussed bythe parties unless and until both parties execute a definite written agreement. The provisionsof this agreement shall be binding upon each partys successors and assigns and shall begoverned by and construed in accordance with the laws of Canada.Consummated and executed on [insert date].Company A: Company B:Name: Name:Title: Title:Signature: Signature: accuracy or completeness of any Proprietary Information nor shall the Owner have any liabilityto the Recipient or to any other person resulting from the Recipients use of the ProprietaryInformation. Neither party shall be bound with regard to any transaction being discussed bythe parties unless and until both parties execute a definite written agreement. The provisionsof this agreement shall be binding upon each partys successors and assigns and shall begoverned by and construed in accordance with the laws of Canada.Consummated and executed on [insert date].Company A: Company B:Name: Name:Title: Title:Signature: Signature: