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No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

Neither party shall disclose the Purpose or the existence of this Agreement or reveal that discussions are taking place between the parties to another person without the prior written consent of the other party except to the extent that such disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

1. Only the Data Recipient’s employees and/or consultants required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as “Authorized Users” in Attachment C to this Agreement, will be given access to the Data.

Confidential Information shall only include technical information.

2neutral

1. Only the Data Recipient’s employees and/or consultants required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as “Authorized Users” in Attachment C to this Agreement, will be given access to the Data.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

The obligations and responsibilities of the parties shall survive the termination of this Agreement.

Some obligations of Agreement may survive termination of Agreement.

1entailment

This Agreement does not apply to Confidential Information: (a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement; (b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence; (c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or (d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Receiving Party may independently develop information similar to Confidential Information.

1entailment

8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party: (a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or (b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

0contradiction

Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;

Confidential Information may include verbally conveyed information.

1entailment

1. Only the Data Recipient’s employees and/or consultants required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as “Authorized Users” in Attachment C to this Agreement, will be given access to the Data.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

In addition, each party undertakes not to use the other party's Confidential Information except for the Purpose, not to disclose, copy, reproduce or distribute the other party's Confidential Information to a third person and to use all reasonable efforts to prevent any such disclosure except as permitted under Clause 4 but in no event less than reasonable security measures and reasonable care.

Receiving Party may create a copy of some Confidential Information in some circumstances.

0contradiction

Each party may disclose the Confidential Information of the other party in the following circumstances: (a) with the prior written consent of the other party; (b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or (c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

This Agreement does not apply to Confidential Information: (a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement; (b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence; (c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

Each party may disclose the Confidential Information of the other party in the following circumstances: (a) with the prior written consent of the other party; (b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

This Agreement does not apply to Confidential Information: (a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement; (b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence; (c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or (d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

3. All CONFIDENTIAL INFORMATION furnished hereunder shall be returned at the conclusion of each meeting between Vendor and the State.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

1entailment

2. No license under any trademark, patent, copyright, mask work protection right or any other intellectual property right is either granted or implied by conveying CONFIDENTIAL INFORMATION to Vendor. 

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

This Agreement does not apply to Confidential Information: (a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement; (b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence; (c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

WHEREAS, both parties, for their mutual benefit, desire to have the State disclose to Vendor certain specifications, designs, plans, drawings or other business and/or technical information which is proprietary, restricted or secret, and confidential to the State (“CONFIDENTIAL INFORMATION").

Confidential Information shall only include technical information.

0contradiction

No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

5. The obligations of this Agreement with respect to the disclosure and use of CONFIDENTIAL INFORMATION shall survive for a period of three (3) years from the date of last disclosure. 6. The parties recognize and agree that the obligations under paragraphs 1 and 6 of this Agreement shall survive the termination of this Agreement, and the parties shall be bound by such obligations after termination hereof.

Some obligations of Agreement may survive termination of Agreement.

1entailment

These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv.  which the State agrees in writing is free of such restrictions.

Receiving Party may independently develop information similar to Confidential Information.

1entailment

Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;

Confidential Information may include verbally conveyed information.

2neutral

No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

0contradiction

Each party may disclose the Confidential Information of the other party in the following circumstances: (a) with the prior written consent of the other party; (b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or (c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

Each party may disclose the Confidential Information of the other party in the following circumstances: (a) with the prior written consent of the other party; (b) to its employees, professional advisors, affiliates, consultants, shareholders, financiers and authorised representatives but only to the extent that disclosure is necessary for the purpose; or (c) where disclosure is required by law, by a court of competent jurisdiction, by the rules of any stock exchange or by another appropriate regulatory body, provided that all reasonable steps to prevent such disclosure shall be taken, the disclosure shall be of the minimum amount required, and the Receiving Party consults the Disclosing Party first on the proposed form, timing, nature and purpose of the disclosure with as much prior notice as is practicable in the circumstances.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

2neutral

These restrictions on the use or disclosure of CONFIDENTIAL INFORMATION shall not apply to any CONFIDENTIAL INFORMATION: i. which is independently developed by Vendor or is lawfully received free of restriction from another source having the right to so furnish such CONFIDENTIAL INFORMATION; ii. after it has become generally available to the public without breach of this Agreement by Vendor; iii. which, at the time of disclosure to Vendor, was known to Vendor to be free of restriction; or iv. 

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

Vendor shall restrict disclosure of such CONFIDENTIAL INFORMATION to its employees with a need to know (and advise such employees of the obligations assumed herein), and shall not disclose such CONFIDENTIAL INFORMATION to any third party without prior written approval of the State.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

1. Vendor shall use such CONFIDENTIAL INFORMATION only for the purpose of discussing street level route information for the State’s fiber optic network data points and paths with the State’s support team in discussions regarding the State’s fiber project. 

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

This Agreement does not apply to Confidential Information: (a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement; (b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence; (c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or (d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

8.1 Each party undertakes within three business days of the receipt of a written request of the other party or on termination of this Agreement, at the option of the other party: (a) to return to the other party all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control that bear or incorporate any part of the other party's Confidential Information; or (b) to destroy by shredding or incineration all of the other party's Confidential Information and that part of all documents and other material in its possession, custody or control which bear or incorporate any part of the other party's Confidential Information and take reasonable steps to expunge all Confidential Information (and any copy that may have been made) from any computer, word processor or other device containing the Confidential Information.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

The disclosing party reserves all rights in its Confidential Information and no rights or obligations other than those expressly recited herein are granted or to be implied from this Agreement. In particular, no licence is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other industrial property right now or in the future held, made, obtained or licensable by the other party.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

EFCA agrees to keep the existence and nature of this Agreement confidential and not to use the same or the name of the disclosing party (or of any company in the Group of Companies of which the disclosing party forms part) in any publicity, advertisement or other disclosure with regard to this Agreement without the prior written consent of the disclosing party.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how). (B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein. (C) Subject or purpose of agreement……………………………………………… IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows: 1. Definitions In this Agreement:- Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-

Confidential Information shall only include technical information.

0contradiction

No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and 3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.

Some obligations of Agreement may survive termination of Agreement.

1entailment

Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:- 1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or 1.2 EFCA can show:- 1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or 1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.

Receiving Party may independently develop information similar to Confidential Information.

1entailment

3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

0contradiction

Confidential Information means any information disclosed (whether before or after the date of this Agreement, in writing, verbally or otherwise and whether directly or indirectly) by or on behalf of the Disclosing Party or an Affiliate of the Disclosing Party to the Receiving Party in connection with the Purpose;

Confidential Information may include verbally conveyed information.

2neutral

No right or licence is granted to either party in relation to the other party's Confidential Information except as expressly set out in this Agreement and the Disclosing Party shall retain all rights, title and interest to its Confidential Information.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party. 3. Return of Confidential Information 3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and 3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5. 4. Limitations and Warranty 4.1 EFCA shall: 4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

0contradiction

Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party.

Receiving Party may create a copy of some Confidential Information in some circumstances.

0contradiction

Notwithstanding the foregoing, EFCA shall be entitled to make any disclosure required by law of the disclosing party’s Confidential Information provided that it gives the disclosing party not less than two business days’ notice of such disclosure.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

This Agreement does not apply to Confidential Information: (a) to the extent it is or becomes generally available to the public other than through a breach of this Agreement; (b) which the Receiving Party can show by its written or other records was in its lawful possession prior to receipt from the Disclosing Party and which had not previously been obtained from the Disclosing Party or another person under an obligation of confidence; (c) which subsequently comes into the possession of the Receiving Party from a third party who does not owe the Disclosing Party an obligation of confidence in relation to it; or (d) which has been independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Receiving Party may acquire information similar to Confidential Information from a third party.

2neutral

EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

4.1 EFCA shall: 4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and 4.1.2 make no commercial use of the same or any part thereof without the prior written consent of the disclosing party.

Receiving Party shall not use any Confidential Information for any purpose other than the purposes stated in Agreement.

1entailment

Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:- 1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or 1.2 EFCA can show:- 1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or 1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and 3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

"Confidential Information" shall include, without limitation, any – 5.1. technical, commercial or financial information; 5.2. know-how and trade secrets; 5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project; 5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project, in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.

All Confidential Information shall be expressly identified by the Disclosing Party.

0contradiction

That portion of the Confidential Information that may be found in analyses, compilations, studies, or other documents prepared by the Receiving Party, its agents, employees, oral Confidential Information and any written Confidential Information not so requested and returned will be held by the Receiving Party and kept subject to the terms of this Agreement or destroyed. 10.3. The Receiving Party shall comply with any request by the Disclosing Party in terms of this clause, within 7 (seven) business days of receipt of any such request. 11. EXCLUDED CONFIDENTIAL INFORMATION The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances; 11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party; 11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement. 12. TERM 12.1. This Agreement shall be binding on the Parties with effect from the date of signature of the Party signing last hereto. 12.2. This Agreement shall commence upon the date referred to in clause 12.1 and shall endure for the duration of the Project. Termination shall not, however, affect the rights and obligations contained herein with respect to Confidential Information furnished by one Party to another Party prior to termination.

Some obligations of Agreement may survive termination of Agreement.

1entailment

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement;

Receiving Party may independently develop information similar to Confidential Information.

1entailment

10.2. To the extent that it is not practically able to comply with 10.1, the Receiving Party shall destroy or ensure the destruction of all material and/or data in whatever form relating to the Confidential Information disclosed pursuant to the terms of this Agreement and delete, remove or erase or use best efforts to ensure the deletion, erasure or removal from any computer or database or document retrieval system under its or the Representatives' possession or control, all Confidential Information and all documents or files containing or reflecting any Confidential Information, in a manner that makes the deleted, removed or erased data permanently irrecoverable. The Receiving Party shall furnish the Disclosing Party with a written statement signed by one of its directors or duly authorized senior officers to the effect that all such material has been destroyed.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

0contradiction

3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties. 3.2. Nothing contained in this Agreement shall be construed as – 3.2.1. prohibiting either Party from entering into a business relationship with any Third Party; 3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever. 4. INTERPRETATION 4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party". 4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement. 5. THE CONFIDENTIAL INFORMATION "Confidential Information" shall include, without limitation, any – 5.1. technical, commercial or financial information; 5.2. know-how and trade secrets; 5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project; 5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project, in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.

Confidential Information may include verbally conveyed information.

1entailment

EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party. 3. Return of Confidential Information 3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and 3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5. 4. Limitations and Warranty 4.1 EFCA shall: 4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

1entailment

(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how). (B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein. (C) Subject or purpose of agreement……………………………………………… IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows: 1. Definitions In this Agreement:- Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-

Receiving Party may create a copy of some Confidential Information in some circumstances.

2neutral

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances; 11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party; 11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

9. The Recipient agrees not to use Confidential Information of the Transmitter or any part thereof, for its own design, development and manufacturing purposes or any other purpose.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

1entailment

3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and 3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

11. The Agreement shall not be construed as implying any obligation to enter into further agreements and nothing in the Agreement shall be construed as a license grant under any patent, now or hereafter issued, or giving to any Party hereto any manufacturing rights, or intellectual property rights.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

4. The Parties hereby agree to keep completely confidential the name(s) of the Purchaser, such identity shall remain confidential until either the execution of all agreements necessary to fulfil the Project or the abandon of the Project. 5. The Parties agree that absolutely no effort shall be made to circumvent the Agreement in any way or manner to gain fees, commissions, remuneration(s) or other such considerations to the benefit of a Party of the Agreement and/or the Purchaser except mutually and previously agreed by the Parties. 6. It is agreed by the Parties that full disclosure of Confidential Information constituted by business deals and arrangement(s) for fee(s), commission(s), remuneration(s), and/or consideration(s) to any Party and/or the Purchaser shall be an understood and adhered to principle of the Agreement only when both parties agree that this is imperative to continue the business transactions.

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

1entailment

1. For purposes hereunder, "Confidential Information" is defined as and includes the following: all inventions, know-how, discoveries and improvements, whether or not patentable, computer programmes, designs, drawings, specifications, reports, manuals, documents, memoranda, coordination sheets, and all other information of a technical nature, as well as business, planning, marketing and financial information relative to the Project, which are the property of the Transmitter, as hereinafter defined, who decide to disclose the proper and adequate Confidential Information and so indicates by an appropriate legend, marking, stamp or other positive written identification as hereinafter set forth.

Confidential Information shall only include technical information.

0contradiction

The obligations of the Agreement shall survive for five (5) years after disclosure of the subject Confidential Information.

Some obligations of Agreement may survive termination of Agreement.

1entailment

Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:- 1.1 is or becomes in the public domain without breach of this Agreement by EFCA; or 1.2 EFCA can show:- 1.2.1 was in its possession or known to it by being in its use or being recorded in its files or computers or other recording media prior to receipt from the disclosing party and which was not previously acquired by EFCA from the disclosing party under an obligation or confidence, or 1.2.2 to have been developed by EFCA, or EFCA’s principals, at any time independently of any information disclosed to it by the disclosing party.

Receiving Party may independently develop information similar to Confidential Information.

2neutral

EFCA shall ensure that disclosure of such Confidential Information is restricted to those employees or directors of EFCA and EFCA’s principals having the need to know the same. Copies or reproductions shall not be made except to the extent reasonably necessary and all copies made shall be the property of the disclosing party. 3. Return of Confidential Information 3.1 EFCA shall: 3.1.1 immediately upon receipt of a written request from the disclosing part, return to the disclosing party all documents and materials (and all copies thereof) containing the disclosing party’s Confidential Information and certify in writing to the disclosing party that it has complied with the requirements of this sub-clause; and 3.1.2 notwithstanding the completion of any purpose for which any Confidential Information has been disclosed or the return of documents and materials as aforesaid, continue to the bound by the undertakings set out in clauses 2, 4 and 5. 4. Limitations and Warranty 4.1 EFCA shall: 4.1.1 not divulge the disclosing party’s Confidential Information, in whole or in part, to any third party; and

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

(A) The parties for their mutual benefit may have exchanged and wish further to exchange certain confidential information (including but not limited to trade secrets and proprietary know-how). (B) The parties wish to define their rights with respect to the said information and protect the confidentiality thereof and proprietary features contained therein. (C) Subject or purpose of agreement……………………………………………… IN CONSIDERATION of the undertakings given by the parties hereto the parties HEREBY AGREE as follows: 1. Definitions In this Agreement:- Confidential Information means any and all information which is now or at any time disclosed to one party by the other party and shall include without limitation, data, know-how, formulae, recipes, processes, designs and design rights, photographs, drawings, plans, intentions, product information, trade secrets, market opportunities, specifications, manufacturing data, which is disclosed to EFCA before or after the date of this Agreement but shall exclude any part of such information which:-

Confidential Information may include verbally conveyed information.

2neutral

3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties. 3.2. Nothing contained in this Agreement shall be construed as – 3.2.1. prohibiting either Party from entering into a business relationship with any Third Party; 3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever. 4. INTERPRETATION 4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party". 4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement. 5. THE CONFIDENTIAL INFORMATION "Confidential Information" shall include, without limitation, any – 5.1. technical, commercial or financial information; 5.2. know-how and trade secrets; 5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project; 5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project, in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

0contradiction

8. The receiving Party shall not copy, reproduce, duplicate, publish, disclose, or otherwise make available any Confidential Information disclosed by the Transmitter, or any parts, or abstracts thereof to any third person, firm, corporation, partnership or entity in any form or manner whatsoever without the prior written approval of the Transmitter.

Receiving Party may create a copy of some Confidential Information in some circumstances.

0contradiction

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

2neutral

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances; 11.5. is disclosed to a Third Party pursuant to the prior written authorization and limited to the extent of such approval of the Disclosing Party; 11.6. is received from a Third Party in circumstances that do not result in a breach of the provisions of this Agreement.

Receiving Party may acquire information similar to Confidential Information from a third party.

2neutral

6.5. Notwithstanding anything to the contrary contained in this Agreement, the Parties agree that the Confidential Information may be disclosed by the Receiving Party to its respective employees, agents, officers, directors, subsidiaries, associated companies, shareholders and advisers (including but not limited to professional financial advisers, legal advisers and auditors) ("Representatives") on a need-to-know basis and for the purposes of the Project, provided that the Receiving Party, prior to making any disclosure of Confidential Information as permitted under this 6.5, procures that the proposed recipient of such Confidential Information is made aware of the terms of this Agreement and the Receiving Party will procure that each such proposed recipient adheres to those terms as if they were a party to this Agreement to prevent the unauthorized disclosure of the Confidential Information to Third Parties.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

2neutral

3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties. 3.2. Nothing contained in this Agreement shall be construed as – 3.2.1. prohibiting either Party from entering into a business relationship with any Third Party; 3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever. 4. INTERPRETATION 4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party". 4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement. 5. THE CONFIDENTIAL INFORMATION "Confidential Information" shall include, without limitation, any – 5.1. technical, commercial or financial information; 5.2. know-how and trade secrets; 5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project; 5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project, in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

2neutral

8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party.

Agreement shall not grant Receiving Party any right to Confidential Information.

1entailment

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information.

Confidential Information shall only include technical information.

1entailment

3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties. 3.2. Nothing contained in this Agreement shall be construed as – 3.2.1. prohibiting either Party from entering into a business relationship with any Third Party; 3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever. 4. INTERPRETATION 4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party". 4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement. 5. THE CONFIDENTIAL INFORMATION "Confidential Information" shall include, without limitation, any – 5.1. technical, commercial or financial information; 5.2. know-how and trade secrets; 5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project; 5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project, in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

The obligations of the Receiving Party pursuant to the provisions of this Agreement shall not apply to any Confidential Information that: 11.1. is known to, or in the possession of the Receiving Party prior to disclosure thereof by the Disclosing Party; 11.2. is or becomes publicly known, otherwise than as a result of a breach of this Agreement by the Receiving Party; 11.3. is developed independently of the Disclosing Party by the Receiving Party in circumstances that do not amount to a breach of the provisions of this Agreement; 11.4. is disclosed by the Receiving Party to satisfy an order of a court of competent jurisdiction or to comply with the provisions of any law or regulation in force from time to time; provided that in these circumstances, the Receiving Party shall advise the Disclosing Party to take whatever steps it deems necessary to protect its interests in this regard and provided further that the Receiving Party will disclose only that portion of the Confidential Information which it is legally required to disclose and the Receiving Party will use its reasonable endeavours to protect the confidentiality of such Confidential Information to the greatest extent possible in the circumstances;

Receiving Party may independently develop information similar to Confidential Information.

2neutral

6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

0contradiction

1.1. All information disclosed by the Town in oral, written, graphic, photographic, recorded, prototype, sample or in any other form that is related to the Information Technology, Geographic Information Systems (GIS) and Supervisory Control and Data Acquisition (SCADA) systems for Town of The Blue Mountains or any information written, graphic, photographic, recorded, prototype, sample or in any other form that is generated by the Provider for the purpose of doing business with The Town shall be considered Confidential Information.

Confidential Information may include verbally conveyed information.

1entailment

3.1. Neither this Agreement nor the exchange of information contemplated hereby shall commit either Party to continue discussions or to negotiate, or to be legally bound to any potential business relationship. The Parties shall only be bound to a business relationship by way of further definitive written agreements signed by the Parties. 3.2. Nothing contained in this Agreement shall be construed as – 3.2.1. prohibiting either Party from entering into a business relationship with any Third Party; 3.2.2. creating a joint venture, partnership or employment relationship between the Parties and neither Party shall have the right, power or implied authority to create any obligation or duty (express, implied or otherwise) on behalf of the other Party. For the avoidance of doubt, nothing in this Agreement shall oblige either of the Parties to enter into any agreements or transactions whatsoever. 4. INTERPRETATION 4.1. The Party disclosing Confidential Information shall be known as "the Disclosing Party" and the Party receiving Confidential Information shall be known as "the Receiving Party". 4.2. The headings of the clauses of this Agreement are used for convenience only and shall not affect the meaning or construction of the contents of this Agreement. 5. THE CONFIDENTIAL INFORMATION "Confidential Information" shall include, without limitation, any – 5.1. technical, commercial or financial information; 5.2. know-how and trade secrets; 5.3. processes, machinery, designs, drawings, technical specifications and data relating to the Project; 5.4. any of the above information of third parties, including but not limited to supplier and customer information relating to the Project, in whatever form and which relates to the Disclosing Party's business practices or promotion of the Disclosing Party's business plans, policies or practices, and which information is either communicated to or otherwise acquired by the Receiving Party from the Disclosing Party during the course of the Parties' discussions with one another, whether or not such information is formally designated as confidential.

Receiving Party shall not solicit some of Disclosing Party's representatives.

2neutral

2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof. 3. Disclosure to Third Parties 3.1. From and after the date of this Agreement, the Provider agrees neither to disclose to any third party nor permit any third party to have access to any or all of the Confidential Information disclosed by the Town, without the prior written consent of the Town, nor to use any of the Confidential Information for any purpose other than as consented to in writing by the Town. However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party. 4. Protection of Confidential Information 4.1. The Provider will agree to use their best efforts to prevent disclosure of Confidential Information to any third party for an indefinite period of time from the date of this Agreement.

Receiving Party may share some Confidential Information with some third-parties (including consultants, agents and professional advisors).

0contradiction

7.2. The Provider shall not disclose or otherwise duplicate the Town’s Confidential Information without the Town’s written approval or knowingly allow any one else to copy or otherwise duplicate any of the Town’s Confidential Information under its control.

Receiving Party may create a copy of some Confidential Information in some circumstances.

0contradiction

However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or c) Information that is required to be divulged pursuant to process of any judicial or governmental body of competent jurisdiction, provided notice of receipt of such notice is provided to the other party.

Receiving Party shall notify Disclosing Party in case Receiving Party is required by law, regulation or judicial process to disclose any Confidential Information.

1entailment

However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or

Receiving Party may acquire information similar to Confidential Information from a third party.

1entailment

2.2. The Provider shall communicate the Town’s Confidential Information only to such of its officers, employees and representatives as have a clear need to know in order to accomplish the purposes for which such Confidential Information has been disclosed to the Provider and shall obtain written assurances from such officers, employees and representatives to maintain the confidentiality thereof.

Receiving Party may share some Confidential Information with some of Receiving Party's employees.

1entailment

8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party.

Receiving Party shall not reverse engineer any objects which embody Disclosing Party's Confidential Information.

2neutral

Buyer agrees that all copies of materials and data provided to Buyer (and any information derivative of such information) shall also be “Confidential Information”; and all Confidential Information shall be returned to Broker in the event that Buyer decides not to pursue the Transaction.

Receiving Party shall destroy or return some Confidential Information upon the termination of Agreement.

1entailment

However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or

Agreement shall not grant Receiving Party any right to Confidential Information.

2neutral

However, the aforesaid obligations shall not apply to information which the Provider can clearly demonstrate falls within any one of the following categories: a) Information that is now generally known to the public through no fault of the Provider; b) Information obtained after the date of this Agreement hereof from a third party lawfully in possession of and with no limitation upon disclosure of that information, and having the right to disclose the same; or

Receiving Party shall not disclose the fact that Agreement was agreed or negotiated.

2neutral

Buyer understands that Confidential Information includes, without limitation: the fact that Business is for sale; financial details; identity of suppliers and customers; and any information not generally known by public.

Confidential Information shall only include technical information.

0contradiction

8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party.

All Confidential Information shall be expressly identified by the Disclosing Party.

2neutral

8.1. The Town shall at all time retain sole ownership, right and title in the Town’s Confidential Information 9. Product of this Agreement 9.1. Any new information or knowledge generated from the discussions to be carried out as a result of this Agreement may not be divulged to others in verbal or written or any other form without the express written consent of the Town. 10. Governing Laws 10.1. This Agreement shall be governed and construed in accordance with all applicable laws and by-laws of the Town, Province of Ontario and any applicable Canadian federal laws. 11. Length of Agreement 11.1. This agreement shall be in full force upon its execution by the Parties and shall be and effect indefinitely. For greater clarity and certainty, the obligations herein with respect to Confidential Information continue indefinitely and beyond the time limit of the specific engagement for which the Town engaged the Provider. 12. Limitation of Agreement 12.1. This Agreement shall in no way be construed as the granting or conferring of a license or otherwise to either Party by the other directly or indirectly under any patent or patent application previously owned by the disclosing Party.

Some obligations of Agreement may survive termination of Agreement.

2neutral

6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests.

Receiving Party may independently develop information similar to Confidential Information.

2neutral

6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests.

Receiving Party may retain some Confidential Information even after the return or destruction of Confidential Information.

2neutral

6.1. The Town may, at any time, request the return of all Confidential Information (including notes generated by the Provider on Confidential Information given orally) and all copies thereof, received from or on behalf of the Town, and the Provider agrees to promptly comply with such requests.

Confidential Information may include verbally conveyed information.

2neutral