Mutual Non-Disclosure Agreement (Canada) by OLL
This mutual non-disclosure agreement establishes confidentiality obligations for two parties sharing information while exploring business relationships, investments, or transactions. It is designed for use in Canadian common-law provinces and includes specific provisions for protecting personal information and trade secrets.
MUTUAL NON-DISCLOSURE AGREEMENT
This template is for two parties who will each disclose confidential information to the other — for example, while exploring a possible business relationship, investment, or transaction. Use the companion one-way template if only one party will be disclosing. It is not suitable for use in Quebec.
Drafting notes appear in italics and are to be deleted before execution. Square brackets mark information to be filled in. Delete any inapplicable optional clauses and renumber before execution.
⚠️ This Agreement protects confidentiality only. It does not transfer, assign or license intellectual property, and does not create any obligation to do business with the other Party. If the Parties also want to assign or license intellectual property, or engage one another's services, use a separate agreement in addition to this one.
THIS AGREEMENT is made as of [Date].
BETWEEN:
[Party A Legal Name], [a corporation incorporated under the laws of [Province / Canada] / an individual / a sole proprietorship / a partnership] having its principal place of business at [Party A Address]
("Party A")
— and —
[Party B Legal Name], [a corporation incorporated under the laws of [Province / Canada] / an individual / a sole proprietorship / a partnership] having its principal place of business at [Party B Address]
("Party B")
(each a "Party" and together the "Parties")
WHEREAS the Parties wish to explore, evaluate or carry out [describe the proposed business relationship, transaction or discussions] (the "Purpose"), and in doing so each Party may disclose to the other certain non-public information that the disclosing Party wishes to protect;
NOW THEREFORE in consideration of the mutual covenants below, the Parties agree as follows:
Confidential Information
"Confidential Information" means any information disclosed by a Party (the "Discloser") to the other Party (the "Recipient"), whether before or after the date of this Agreement, in writing, orally, electronically or in any other form, and whether or not marked or identified as confidential, including business plans, financial information, customer and supplier information, pricing, technical information, source code, and personal information.
Confidential Information does not include information that:
is or becomes publicly available through no fault of the Recipient;
was rightfully known to the Recipient, without an obligation of confidentiality, before disclosure by the Discloser;
is rightfully received by the Recipient from a third party without breach of any obligation of confidentiality owed to the Discloser; or
is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information, as shown by the Recipient's contemporaneous written records.
Use and Disclosure
The Recipient will use Confidential Information only for the Purpose.
The Recipient will keep Confidential Information confidential and will not disclose it to any third party without the Discloser's prior written consent, except as permitted by section 2.3.
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Canada note
This version is drafted for Canada. Provinces differ on employment standards and Quebec applies civil law rather than common law. Tell GitLaw which province applies and it adjusts the draft.
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