Non Disclosure Agreement Alberta Template

Non-Disclosure Agreement (Alberta)

Document ID: TR-NDA-AB-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion: This form must be completed by an authorized representative of both the Disclosing Party and the Receiving Party. Ensure all [__________] fields are accurately filled.
• Filing & Retention: Retain an executed copy of this agreement for a minimum of seven (7) years post-termination of the underlying business relationship or project. Store securely with other corporate legal documents.
• Mandatory Attachments: If specific confidential information is to be explicitly listed, append a "Schedule A - Description of Confidential Information" to this agreement.

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Document Body

This Non-Disclosure Agreement (the "Agreement") is entered into as of the Effective Date by and between:

1. Disclosing Party: * Legal Name: [__________] * Type of Entity: [__________] (e.g., Corporation, Partnership, Sole Proprietorship) * Alberta Corporate Access Number (if applicable): [__________] * Registered Address: [__________] * [__________] * [__________] Alberta, [__________] * Attention: [__________] (hereinafter referred to as "Discloser")

AND

2. Receiving Party: * Legal Name: [__________] * Type of Entity: [__________] (e.g., Corporation, Partnership, Sole Proprietorship) * Alberta Corporate Access Number (if applicable): [__________] * Registered Address: [__________] * [__________] * [__________] Alberta, [__________] * Attention: [__________] (hereinafter referred to as "Recipient")

3. Purpose: The Discloser and Recipient are considering [__________] (e.g., a potential business collaboration, investment opportunity, service engagement, etc.) (the "Purpose"), and in connection therewith, the Discloser may disclose certain confidential and proprietary information to the Recipient.

4. Definition of Confidential Information: "Confidential Information" means any and all technical, business, financial, and other information, including but not limited to, trade secrets, know-how, inventions, technical data, research, product plans, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, marketing, business plans, sales, and other information that is disclosed by Discloser to Recipient, either directly or indirectly, in writing, orally, by observation, or by inspection of tangible objects, and which is designated as "confidential" or "proprietary" or that, by its nature, would reasonably be understood to be confidential. Confidential Information includes, without limitation, information contained in any Schedule A attached hereto.

5. Exclusions from Confidential Information: Confidential Information does not include information that: a. is or becomes generally available to the public other than as a result of a disclosure by Recipient or its representatives in breach of this Agreement; b. was known to the Recipient on a non-confidential basis prior to its disclosure by the Discloser; c. is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; d. is received by the Recipient from a third party without breach of any obligation of confidentiality owed to the Discloser; or e. is disclosed with the prior written approval of the Discloser.

6. Obligations of Receiving Party: The Recipient agrees: a. to use the Confidential Information solely for the Purpose stated herein; b. to hold the Confidential Information in strict confidence and to exercise the same degree of care to prevent its unauthorized use or disclosure as the Recipient exercises with regard to its own confidential information of a similar nature, but in no event less than a reasonable degree of care; c. not to disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the Discloser; d. to restrict disclosure of the Confidential Information to its employees, contractors, advisors, and agents (collectively, "Representatives") who have a legitimate need to know such information for the Purpose and who are bound by confidentiality obligations no less stringent than those contained herein; e. to notify the Discloser immediately upon discovery of any unauthorized use or disclosure of Confidential Information.

7. Compelled Disclosure: If the Recipient is compelled by law, court order, or governmental authority to disclose any Confidential Information, it shall provide prompt written notice to the Discloser so that the Discloser may seek a protective order or other appropriate remedy. The Recipient shall cooperate with the Discloser in its efforts to obtain such a remedy. If a protective order or other remedy is not obtained, the Recipient shall disclose only that portion of the Confidential Information that it is legally required to disclose.

8. Term: This Agreement shall commence on the Effective Date and remain in effect for a period of [__________] years/months (e.g., 2 years, 6 months). Notwithstanding the foregoing, the obligations of confidentiality and non-use with respect to Confidential Information shall survive the termination or expiration of this Agreement for a period of [__________] years/indefinitely.

9. Return or Destruction of Confidential Information: Upon the Discloser's written request, or upon termination or expiration of this Agreement, the Recipient shall promptly return to the Discloser or destroy (at the Discloser's option) all Confidential Information, including all copies, reproductions, and summaries thereof, whether in tangible or intangible form. The Recipient shall certify such return or destruction in writing to the Discloser upon request. Notwithstanding the foregoing, the Recipient may retain one (1) copy of the Confidential Information for archival purposes, subject to the ongoing confidentiality obligations hereunder.

10. No License: Nothing in this Agreement is intended to grant any rights to the Recipient under any patent, copyright, trademark, or other intellectual property right of the Discloser, nor shall this Agreement grant the Recipient any rights in or to the Confidential Information except for the limited right to use the Confidential Information solely for the Purpose.

11. No Warranty: All Confidential Information is provided "AS IS." The Discloser makes no warranties, express, implied, or otherwise, regarding the accuracy or completeness of the Confidential Information.

12. Injunctive Relief: The Recipient acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Discloser shall be entitled to seek injunctive relief, specific performance, or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting a bond.

13. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to its conflict of laws principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta.

14. Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

15. Entire Agreement: This Agreement constitutes the entire agreement between the Discloser and the Recipient concerning the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether written or oral.

16. Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

17. Waiver: No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

18. Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

19. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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Execution & Signature Block

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY:

By: ______________________________ Authorized Signature

Name: [__________] Title: [__________] Date: [____/____/2026]

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RECEIVING PARTY:

By: ______________________________ Authorized Signature

Name: [__________] Title: [__________] Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.