This Non-Disclosure Agreement (“Agreement”) is by and between 10610453 Canada Inc.– “The Company” (“Disclosing Party”), and the ("Receiving Party").
WHEREAS, Disclosing Party, for the mutual benefit of both parties, desires to disclose certain information to Receiving Party which Disclosing Party believes to be of a proprietary and confidential nature for the purpose of evaluating the parties’ interest in working together to pursue a possible business opportunity (the “Opportunity”). This “Opportunity” Consists of Sensitive Details pertaining to Fundraising, Venture Capital, Investor Relations, Mergers, Acquisitions, Private Equity, Investor Discussions, Cap Raise Strategy and Deployment as well as other proprietary details that are directly responsible for large deals (including sums of money) - Not limited to Private Investors, Crowdfunding, IPO/STO.
WHEREAS, in connection with the Opportunity, Disclosing Party is willing to disclose too the Receiving Party certain confidential and proprietary information and material, and the Receiving Party is willing to receive such information and material, all in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth herein, the parties agree as follows:
1. Defined. As used in this Agreement and subject to the exclusions listed in Section 2 (Exclusions) below, the term “Confidential Information” shall mean all documents, data, materials, and other information disclosed by the Disclosing Party to the Receiving Party that concerns the business and affairs of the Disclosing Party, including, but not limited to, intellectual property, any financial or investment information, broker fees, commission fees, profits, work product and other materials (tangible or intangible, written, audio, visual or oral), plans, and any other nonpublic business information of the Disclosing Party. The Disclosing Party will not have any obligation to specifically identify any information as to which the protection of this Agreement extends by any notice or other action.
2. Nonuse and Nondisclosure. The Receiving Party will use the Confidential Information of the Disclosing Party solely for the Opportunity and not for any other purpose, including without limitation the benefit of the Receiving Party or any third party. The Receiving Party will hold the Confidential Information of the Disclosing Party in strict confidence, and will not, without the prior written consent of the Disclosing Party, copy, or provide or disclose to any third party, all, or any portion thereof. Without limiting the foregoing, the Receiving Party will protect Confidential Information of the Disclosing Party from reproduction, use, or disclosure, including but not limited to taking all steps that the Receiving Party takes to protect its own information that it considers confidential, proprietary, and/or trade secret. Ownership of Confidential Information will always remain with the Disclosing Party. Receiving Party shall have no right to sell, share or disclose any Confidential Information even after the term of this Agreement unless required to pursuant to an order from the CEO or federal or state court.
3. Equitable Relief. The Receiving Party agrees and acknowledges that (i) any breach or threatened breach of this Agreement by the Receiving Party may irreparably harm the Disclosing Party and (ii) any remedy at law for any such breach or threatened breach may be inadequate to fully and properly compensate and otherwise protect the Disclosing Party. Therefore, the parties agree that the Disclosing Party may seek injunctive relief for any such breach or threatened breach in addition to other available remedies. If found in breach of contract and such actions cause a loss of a deal, a leakage of proprietary details that indirectly or directly affect investors at large, the deal room or any form of cap raise, acquisition or IPO/STO, the “Receiving Party” will be directly responsible for punitive damages and Equitable Relief in the full amount of loss.
4. No Obligation. Each party hereto acknowledges and agrees that nothing herein is intended to, or will, obligate the other party to provide or disclose any Confidential Information to such party, and the terms and conditions of this Agreement shall apply only to such Confidential Information that such other party elects, in its sole discretion, to provide or disclose to such party.
5. Disclaimer. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY THE DISCLOSING PARTY “AS IS” AND WITHOUT WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6. Intellectual Property. All Confidential Information of the Disclosing Party is and shall remain the exclusive property of the Disclosing Party, and the Receiving Party acknowledges and agrees that nothing contained in this Agreement grants, or will be construed as granting, any rights, whether oral or written or express or implied or by license or otherwise, to the Receiving Party or any other party in or to any Confidential Information, except as expressly specified in this Agreement.
7. Term. This Agreement will take effect on the (date of signature) and will remain in effect (Indefinitely). “Indefinitely”.
8. General. This Agreement shall be governed by the laws of Canada. No provision of this Agreement may be waived except by a writing executed by the party against whom the waiver is to be effective. A party's failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the party from enforcing any other provision of this Agreement. This Agreement is the complete and exclusive statement regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, oral or written, between the parties regarding such subject matter. This Agreement may be executed in two or more counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures to this Agreement transmitted by facsimile, by electronic mail in “portable document format” (“.pdf”), or by any other electronic means which preserves the original graphic and pictorial appearance of the Agreement, shall have the same effect as physical delivery of the paper document bearing the original signature.