Non Disclosure Agreement Template Canada

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is made and entered into as of this ______ day of __________________, 20____ (the "Effective Date").

BETWEEN:

__________________________________________, a corporation/individual incorporated/residing in the Province of __________________, with its principal place of business/residence located at: ______________________________________________________________________ (hereinafter referred to as the "Disclosing Party")

AND:

__________________________________________, a corporation/individual incorporated/residing in the Province of __________________, with its principal place of business/residence located at: ______________________________________________________________________ (hereinafter referred to as the "Receiving Party")

(Collectively referred to as the "Parties" and individually as a "Party").

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1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all information, whether oral, written, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: trade secrets, business plans, financial data, client lists, technical data, software, processes, inventions, or any other proprietary information marked as "Confidential" or which, by its nature, would reasonably be understood to be confidential.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Use the Confidential Information solely for the purpose of ________________________________________________ (the "Purpose"); b) Maintain the Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure; c) Limit access to the Confidential Information only to employees or agents who have a specific "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein.

3. EXCLUSIONS

The obligations of this Agreement shall not apply to information that: a) Is or becomes publicly available through no breach of this Agreement by the Receiving Party; b) Was in the possession of the Receiving Party prior to disclosure; c) Is independently developed by the Receiving Party without reference to the Confidential Information; d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order.

4. TERM

This Agreement shall commence on the Effective Date and shall remain in force for a period of ______ years. The obligations of confidentiality shall survive the termination of this Agreement for a period of ______ years.

5. RETURN OF MATERIALS

Upon written request of the Disclosing Party, or upon the completion of the Purpose, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control and provide written certification of such destruction.

6. REMEDIES

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

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Province of __________________ and the federal laws of Canada applicable therein. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts located in __________________ for any disputes arising hereunder.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings, whether written or oral.

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

DISCLOSING PARTY

Signature: ___________________________ Name: ______________________________ Title: _______________________________

RECEIVING PARTY

Signature: ___________________________ Name: ______________________________ Title: _______________________________

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Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. It is recommended that you consult with a qualified legal professional in your jurisdiction to ensure this document meets your specific business requirements and complies with provincial legislation.