Non Disclosure Agreement Bc Template

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made and entered into as of this ______ day of ____________________, 20____ (the "Effective Date"), by and between:

[PARTY A NAME], a corporation organized and existing under the laws of British Columbia, having its principal place of business at [__________________________________________________] ("Disclosing Party"),

AND

[PARTY B NAME], a corporation/individual with a principal place of business/residence at [__________________________________________________] ("Receiving Party").

(Collectively, the "Parties").

1. PURPOSE

The Parties wish to explore a potential business opportunity of mutual interest (the "Transaction"). In connection with the Transaction, the Disclosing Party may disclose to the Receiving Party certain proprietary and confidential information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, but not limited to, trade secrets, business plans, financial data, client lists, technology, and proprietary processes.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it (at least as great as the precautions it takes to protect its own information of a similar nature); b) Use the Confidential Information solely for the purpose of evaluating or engaging in the Transaction; c) Disclose the Confidential Information only to employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally known to the public through no breach of this Agreement; b) Was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; d) Is independently developed by the Receiving Party without reference to the Confidential Information.

5. COMPELLED DISCLOSURE

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy.

6. TERM

This Agreement shall remain in effect for a period of ______ year(s) from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years.

7. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials containing Confidential Information and certify such destruction in writing.

8. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of British Columbia.

9. REMEDIES

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate, and therefore the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, understandings, or agreements.

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

[DISCLOSING PARTY NAME]

Signature: ___________________________ Name: ______________________________ Title: _______________________________

[RECEIVING PARTY NAME]

Signature: ___________________________ Name: ______________________________ Title: _______________________________