NON-DISCLOSURE AGREEMENT (NDA)
DO NOT USE IT.
DO NOT USE IT.
DO NOT USE IT.
I TOLD YOU NOT TO USE IT.
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NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement or ("Agreement") is dated as of the ____ day of __________________, ________.
BETWEEN THE RECEIVING PARTY:
__________________________________________________
("Receiving Party")
WITH MAILING ADDRESS:
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
AND THE DISCLOSING PARTY:
__________________________________________________
("Disclosing Party")
("Company")
WITH MAILING ADDRESS:
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
For the purpose of preventing the unauthorized disclosure of proprietary and private or confidential affairs, the parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and private or confidential information.
1. Definition of Confidential Information
For purposes of this Agreement, "Confidential Information" shall include the private or confidential affairs of the the Disclosing Party or any secrets of the Disclosing Party.
1. Exclusions from Confidential Information
Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
2. Obligations of Receiving Party
The Receiving Party shall not disclose any Confidential Information to any person other than the directors of the Company or for the Company’s purposes and shall not, either during his or her employment or at any time thereafter, use for his or her own purposes or for any purposes other than those of the Company any information he or she may acquire relating to the private or confidential affairs of the Company or its trade information or secrets.
3. Time Period
The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
4. Severability
If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provisions and all other provisions hereof shall continue in full force and effect, and shall be interpreted so as best to affect the intent of the parties.
5. Integration.
This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.
6. Waiver.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
7. Sections and Headings
The division of this Agreement into Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.
8. Governing Law
For such period as the Employee is employed in British Columbia, this Agreement will be governed in accordance with the laws of the Province of British Columbia. Unless the parties otherwise mutually agree in writing, this Agreement shall only be interpreted by a judge of competent jurisdiction within the Province of British Columbia and each hereby attorns to the jurisdiction of the Province of British Columbia and agrees not to oppose any action brought in the Province of British Columbia on the basis that such court or province are not an appropriate or convenient forum.
9. Counterparts
The parties agree that this Agreement may be signed in counterparts, each of which when executed shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. Each executed counterpart may be delivered by electronic or digital transmission and shall be binding if so delivered.
This Agreement and each party's obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.
WITHNESS:
Signature: __________________________________________________
Printed or Typed Name: __________________________________________________
Date: __________________________________________________
RECEIVING PARTY:
Signature: __________________________________________________
Printed or Typed Name: __________________________________________________
Date: __________________________________________________
DISCLOSING PARTY:
Company: __________________________________________________
Signature: __________________________________________________
Printed or Typed Name: __________________________________________________
Date: __________________________________________________
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