Non Disclosure Agreement Template Ontario

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is made effective as of this ______ day of __________________, 20____ (the "Effective Date").

BETWEEN:

________________________________________________ (a corporation/individual incorporated/residing in the Province of Ontario) having an address at ________________________________________________ (hereinafter referred to as the "Disclosing Party")

AND:

________________________________________________ (a corporation/individual incorporated/residing in the Province of Ontario) having an address at ________________________________________________ (hereinafter referred to as the "Receiving Party")

(The Disclosing Party and the Receiving Party are collectively referred to as the "Parties" and individually as a "Party".)

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1. DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or sensitive information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: business plans, financial data, customer lists, trade secrets, software, technical processes, product designs, and marketing strategies, whether or not marked as "Confidential."

2. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the purpose of ________________________________________________ (the "Purpose"); c) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the express prior written consent of the Disclosing Party; and d) Limit access to the Confidential Information to employees or advisors who have a clear "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS

The obligations under this Agreement do not apply to information that: a) Is or becomes generally known to the public through no fault of the Receiving Party; b) Was in the possession of the Receiving Party prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Confidential Information; or 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 remain in effect for a period of ______ years from the Effective Date. The duty to protect Confidential Information shall survive the termination of this Agreement for a period of ______ years.

5. RETURN OF MATERIALS

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

6. REMEDIES

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, 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 Ontario and the federal laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions or understandings. No amendment to this Agreement shall be effective unless in writing and signed by both Parties.

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

DISCLOSING PARTY:

Signature: ___________________________

Name: _______________________________

Title: ________________________________

RECEIVING PARTY:

Signature: ___________________________

Name: _______________________________

Title: ________________________________