NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is made and effective this ………………. day of ……………… 20 …………………………….
BETWEEN:
CHEFAID LIMITED LIABILITY COMPANY a company incorporated under the provisions of the Canada Business Corporations Act, 1985 and having its registered office located at ………………. The company shall hereinafter be referred to as “CHEFAID”
AND
…………………………… of address …………………….…….. hereinafter referred to as “RECIPIENT”;
In the course of this Agreement both the parties to the Agreement mentioned above have been individually referred to as “Party” and jointly as “Parties”.
This Agreement shall be effective from the date of first disclosure of the Confidential information or the date of this Agreement mentioned herein below, whichever occurs first (“Effective Date”).
The parties herein intend to engage in discussions and negotiations concerning the possible establishment of a business relationship between them.
In the course of such business relationship, there shall be discussions and negotiations relating to the business and which shall necessitate Chefaid to disclose or deliver to the Recipient certain trade secrets or confidential or proprietary information for the purposes of enabling the Recipient to perform its obligations and exercise its rights. As such, the parties herein agree that this Agreement will govern the parties’ respective obligations regarding such information.
NOW THESE TERMS ARE AGREED UPON BY THE PARTIES;
- Chefaid enters into an agreement with the Recipient herein regarding confidential information that may be disclosed to the said respondent to enable continuous and smooth running of Chefaid. “Confidential Information” in this context means any business and/or technical information written or oral relating to Chefaid’s business affairs or technology including but not limited to its business operations and methodologies.
- With respect to the Confidential Information provided under this Agreement, the Recipient, their principals, officers, representatives and/or any other person affiliated to them shall at all times uphold confidentiality to the highest standard, ensuring that standard is no less than a reasonable degree of care.
- The Recipient herein shall not at any time use the confidential information except to the extent necessary in connection with the relationship for which the confidential information was disclosed.
- The Recipient shall restrict disclosure of the confidential information strictly to those persons with a “need to know” basis. The Recipient shall ensure that such persons are made aware of the restrictions contained herein regarding the use of the confidential information ensuring that such persons are informed that they are bound by a confidentiality agreement with the Recipient in terms similar to those in this agreement.
- The Recipient shall not at any time copy, reproduce or modify any confidential information without the prior written consent of Chefaid.
- The Recipient shall not at any time use the confidential information availed to them, in whole or in part, to compete with Chefaid or otherwise in detriment to the interests of Chefaid.
- The Recipient’s obligations to maintain the confidentiality shall not apply to any confidential information that can be verified to have been in its possession at the time of disclosure, was readily available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the Recipient.
- Further, if the confidential information has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act on the part of the Recipient, the Recipient shall not be liable for disclosing confidential information.
- The confidential information disclosed herein shall not hinder either party from entering into any further agreement or negotiation with the other for any proposed business transaction or to refrain either of the parties from entering into an agreement with any other party.
- Both parties shall be bound by the terms of the agreement herein and the party that violates the provisions herein shall not have an adequate remedy in law.
- All materials and confidential information furnished under this agreement shall remain the sole property of Chefaid (or the third party from which Chefaid obtained such material or confidential information).
- Upon a written request from Chefaid, the Recipient shall cease using and promptly return to Chefaid all copies of any confidential information. In the case of electronic copies that cannot be returned, they shall be completely erased and destroyed. Upon the written request of Chefaid, the Recipient shall certify in writing that the Recipient has complied with the obligations set forth in this paragraph.
- This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior and future agreements or understandings, written or oral, between the parties with respect thereto.
SIGNED by the parties: )
………………. …………………………… ) _________________ (FOR: CHEFAID LIMITED LIABILITY COMPANY) )
) )
AND )
………………………………..
RECIPIENT ) _________________
)
)
)
WITNESSED BY: – ) ___________________
NAME: )
)
)
ADDRESS:
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