Simple Non Disclosure Agreement Template Canada

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of this ______ day of ________, 20 (the "Effective Date") by and between:

[___________], a corporation/individual with a principal place of business/residence located at: [__________________________________________________] (the "Disclosing Party")

AND

[___________], a corporation/individual with a principal place of business/residence located at: [__________________________________________________] (the "Receiving Party")

(Collectively, the "Parties").

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or by inspection of tangible objects, including but not limited to: business plans, financial data, customer lists, software code, trade secrets, marketing strategies, and any other information marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. OBLIGATIONS OF RECEIVING PARTY

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

3. EXCLUSIONS

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 the Receiving Party; b) Was within the Receiving Party’s possession prior to it being furnished by the Disclosing Party; c) Becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement; or d) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement.

4. TERM

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [] years. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [] years thereafter.

5. RETURN OF MATERIALS

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

6. 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 [].

7. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof. No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

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

DISCLOSING PARTY:

Signature: ___________________________

Name/Title: [_________________________]

RECEIVING PARTY:

Signature: ___________________________

Name/Title: [_________________________]