NON-DISCLOSURE AGREEMENT
This Agreement is made effective as of the ____ day of ___________, 20__, by and between:
JUST BIOFIBER STRUCTURAL SOLUTIONS CORP., an Alberta Corporation, with offices in Calgary, Alberta ("JUST BIOFIBER");
And _______________________________________________________________, having an office in ________________________________________________________________________ ("RECIPIENT"), hereinafter collectively referred to as the “Parties” and severally as the “Party”.
WHEREAS both Parties (acting as the Receiving Party) desire to receive and the both Parties (acting as the Disclosing Party) are prepared to supply certain Confidential Information (defined below) on the terms and conditions set out herein and solely for the purpose of aiding the other Party in evaluating whether the Parties wish to enter into a commercial relationship with each other (the "Purpose"); AND WHEREAS each Party has, in part, acquired the Confidential Information through the expenditure of time, effort and money and wish to protect the Confidential Information as the use or disclosure of the Confidential Information by or to anyone, but particularly to the general public or a competitor of Disclosing Party, could be highly detrimental to, and not in the best interests of, such Party; NOW THEREFORE in consideration of the premises, the mutual promises herein, and other good and valuable consideration, the Parties hereto agree as follows:
1. For the purposes of this Agreement, "Confidential Information" shall mean any and all information provided by, or on behalf of, the Disclosing Party to the Receiving Party prior to or following the execution of this Agreement and in any way relating to the Purpose (including, without limitation, any and all intellectual property, business secrets, business information, business plans, financial and pricing information, business practices, financial statements and reports, project specifications, projections, schematics and drawings, trade secrets, processes, materials, customer lists, supplier lists, sales volume, territories, markets, current, future or potential acquisitions, technical, production, operational, marketing or sales information disclosed hereunder) provided in connection therewith, regardless of form or format, provided however that Confidential Information shall not include information which the Receiving Party can establish through written records: (a) is, at the time of disclosure, readily available to the trade or the public through no fault of the Receiving Party, provided however that that where any part of such information is readily available to the trade or the public but a compilation of information which includes such part is not so available then such compilation shall be treated as Confidential Information hereunder; or (b) was rightfully in its possession prior to the disclosure of such Confidential Information to the Receiving Party by, or on behalf of, the Disclosing Party.
2. The Receiving Party shall use the Confidential Information solely for the Purpose and shall not use the Confidential Information in any manner except as reasonably required for the Purpose. Nothing in this Agreement obligates the Disclosing Party to make any particular disclosure of Confidential Information. This Agreement shall apply to all Confidential Information regardless of its form or medium, whether conveyed orally, visually, electronically or in writing, and whether or not it is designated as "confidential".
3. The Receiving Party shall protect the Disclosing Party’s interest in the Confidential Information and shall keep the Confidential Information confidential. The Receiving Party shall not disclose, allow access to, transmit or transfer the Confidential Information to any third party without the Disclosing Party’s prior written consent, provided however that the Receiving Party may disclose the Confidential Information to those of its directors, officers and employees ("Representatives") who have a need to know the Confidential Information for the Purpose provided that the Receiving Party shall ensure that such Representatives treat the Confidential Information as confidential and at all times in a manner consistent with this Agreement and the Receiving Party shall be liable for any loss or damage resulting from any Representative failing to do so.
4. The Receiving Party shall notify the Disclosing Party promptly of any unauthorized use or possession of the Confidential Information that comes to the Receiving Party’s attention.
5. In the event that the Receiving Party is required to disclose Confidential Information pursuant to any applicable law or an order from a court of competent jurisdiction, the Receiving Party shall only disclose such portion of the Confidential Information that it is legally required to disclose, and shall use all reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. The Receiving Party shall promptly notify the Disclosing Party of the required disclosure and any relevant information in respect thereto so that the Disclosing Party may take appropriate steps to protect such Confidential Information from such disclosure.
6. The Confidential Information shall not be copied or reproduced in any form or stored in a retrieval system or database by the Receiving Party without the prior consent of the Disclosing Party except for such copies and storage as may reasonably be required internally by the Receiving Party for the Purpose. All copies of the Confidential Information shall contain the same proprietary notices which may appear on the original.
7. The Receiving Party shall upon request immediately return to the Disclosing Party or destroy, as directed by the Disclosing Party, the Confidential Information and all copies thereof in any form whatsoever under the power or control of the Receiving Party or its Representatives and immediately destroy all compilations, analysis or derivative work relating to the Confidential Information. Where the Receiving Party satisfies its obligation to return or destroy the embodiments of the Confidential Information by destroying such embodiments, the Receiving Party will deliver to the Disclosing Party a certificate signed by an officer of the Receiving Party certifying such destruction of such embodiments. 8. All right, title and interest in and to the Confidential Information, including, without limitation, all patent rights, trade secret and confidential information rights, copyrights and other intellectual property, industrial, proprietary and other rights of any kind or nature, shall remain the exclusive property of the Disclosing Party, and the Confidential Information shall be held in trust and confidence by the Receiving Party for the Disclosing Party. The Disclosing Party shall retain title to all tangible media on which Confidential Information resides, including documentation, discs, and all copies thereof. No interest, license or any other right in, or to, the Confidential Information, other than expressly set out herein, is granted to the Receiving Party under this Agreement by implication or otherwise. Although the Confidential Information is obtained from sources believed to be reliable, the Confidential Information is provided hereunder on a strictly "as is", "where is", "with all faults" basis, and without warranties, conditions or representations of any kind, express or implied, and this Agreement, and the provision of Confidential Information, shall not constitute any representation, warranty or guarantee to the Receiving Party by the Disclosing Party whatsoever, including without limitation any representation, warranty or guarantee with respect to the Confidential Information infringing, violating, misappropriating or otherwise interfering with any rights of third parties. The Disclosing Party shall not be held liable for any errors or omissions in the Confidential Information or the use, or the results of the use of, the Confidential Information. The Disclosing Party shall have no responsibility for updating or correcting any Confidential Information provided hereunder.
9. The Receiving Party understands and agrees that the Confidential Information is information of a confidential nature of the Disclosing Party, is consistently treated as such by the Disclosing Party and that the public release of this information shall cause irreparable damage to the Disclosing Party. The Confidential Information is being disclosed by the Disclosing Party in specific reliance on the commitments and representations of the Receiving Party in this Agreement. It is accordingly agreed that the Disclosing Party shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Disclosing Party may be entitled at law or in equity.
10. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and restates and super cedes any prior understandings and agreements between the parties hereto with respect thereto. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof or preclude any other or further exercise of such right or the exercise of any other right under this Agreement.
11. This Agreement shall be binding during the Purpose and shall remain in effect for a period or 2 years after the Purpose is completed.
12. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without reference to conflicts of law principles. No Party may assign this Agreement.
13. If any provision of this Agreement is declared invalid, illegal or unenforceable by a court of competent jurisdiction such provision shall be severed from the Agreement and all other provisions of the Agreement shall remain in full force and effect.
14. This Agreement may be executed in counterparts. Each shall be deemed an original, but together shall constitute one and the same instrument.
IN WITNESS WHEREOF, duly authorized representatives of the parties hereto, each after having had the opportunity to discuss this Agreement with their respective legal advisors, have executed this Agreement.
JUST BIOFIBER STRUCTURAL SOLUTIONS CORP.
Sign: _______________________________
Name: _______________________________
Title: _______________________________
Recipient Name
______________________________________
Sign: _______________________________
Name: _______________________________
