This Mutual Confidentiality Nondisclosure Agreement (the "Agreement") is entered into by and between you ("Disclosing Party") and Sponsor A Senior, ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").
Both Parties agree to enter into a mutual confidential relationship.
Preamble
Upcoming discussions, investigations, negotiations, potential commercial and personal activities may lead to confidential information being exchanged between both Parties, for which reason this Agreement serves to protect confidential information and the discrete and upright treatment thereof. The sense and purpose of divulging confidential information pursuant to this Agreement is to become clear in respect of a commercial, legal and technical sound collaboration. All information must be treated confidentially and privately at all times.
Purpose of the Agreement
Within the scope of the exchange of information and a future collaboration the aforementioned Parties undertake to maintain confidentiality and secrecy in accordance with this Agreement.
The purpose of the disclosure hereunder shall be for the parties to discuss the Disclosing Party’s potential use of Receiving Party’s products and/or services. The Disclosing Party will be providing confidential information to the Receiving Party so the Receiving Party can provide the appropriate information and/or services. The information and/or services provided by the Receiving Party is to be kept with the same binding confidentiality and nondisclosure as well and is not to be made public, given to a third party, or copied for the purpose of disclosing to another party and/or person. It is for the sole benefit of the Disclosing Party. The parties agree to use the Confidential Information only for such purpose and only in accordance with the terms of this Agreement.
In order to achieve this purpose, each party may acquire valuable trade secrets and/or confidential and proprietary information of the other party or its affiliates. In consideration of the foregoing and of the mutual promises and covenants contained in this Agreement and the disclosure of Confidential Information to each other, the parties to this Agreement it is hereby agreed that:
- The Receiving Party possesses certain proprietary or confidential information, technical knowledge, data and/or know-how (“Confidential Information”).
- This Agreement shall be governed, construed, and enforced in accordance with the laws of the country of Canada, without regard to principles of conflicts of law.
- As used herein, Confidential Information regardless of the party disclosing or receiving the information, "Confidential Information" or "Proprietary Information" is all confidential information or proprietary information identified in verbal, written or electronic format.
- Both Parties agree to hold in confidence and trust and to maintain as confidential all Confidential Information by the other party. Neither party shall use or disclose, directly or indirectly, the Confidential Information, nor any information derived therefrom, to any third party and/or person.
- All Confidential Information is provided by each party and accepted by the other party "AS IS", and nothing contained herein, nor any information or material furnished relating to such Confidential Information, shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademark, patents, copyrights, any right of privacy, or any right of third party.
- The provisions in this Agreement shall not apply to any information which was in the public domain prior to the time of this Agreement.
- The Receiving Party may make disclosures required by court order, civil investigative demand, or other legal process provided that the Receiving Party uses its best efforts to limit such disclosure and to obtain confidential treatment or a protective order for the Confidential Information and has given the disclosing party reasonable notice and opportunity to participate in the proceeding.
- The Parties undertake to treat confidential information with the care required, to use this only for the purpose set out in this Agreement, to reproduce this only insofar as compatible with this purpose and to treat any copies (produced for the sole purpose of the Disclosing Party) made thereof confidentially.
- Neither of the Parties shall exploit the Confidential Information of the respective other Party or otherwise use such for personal financial gain. There is consensus that neither Party acquires the property or other rights of use of Confidential Information of the other Party on the basis of this Agreement or on the basis of other conclusive actions.
Maintenance of Confidentiality
Both Parties shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.
Survival
This Agreement shall govern all communications between the parties. The Disclosing Party understands that its obligations to this Agreement shall survive the termination of any other relationship between the parties.
Relationships
Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose.
Severability
If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein.
