Mutual Non-Disclosure Agreement (Canada) by OLL

MUTUAL NON-DISCLOSURE AGREEMENT

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.

The Recipient may disclose Confidential Information to its directors, officers, employees and professional advisors who need to know it for the Purpose, provided each of them is bound by confidentiality obligations at least as protective as this Agreement. The Recipient is responsible for any breach of this Agreement by those persons.

The Recipient will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no case less than a reasonable degree of care.

Compelled Disclosure

The Recipient may disclose Confidential Information to the extent required by law, regulation, or a valid order of a court or regulator, provided the Recipient gives the Discloser prompt written notice before disclosure, where lawful to do so, so the Discloser may seek a protective order or other appropriate remedy, and discloses only the portion of the Confidential Information legally required.

No License; No Obligation

Nothing in this Agreement grants the Recipient any right or licence in the Discloser's Confidential Information or intellectual property, except the limited right to use it for the Purpose.

Neither Party is obligated to disclose any particular information to the other, and disclosure under this Agreement is at each Discloser's sole discretion.

Nothing in this Agreement obligates either Party to proceed with the Purpose or to enter into any further agreement or transaction.

Personal Information

The Recipient will collect, use, disclose and store personal information received from the Discloser only as necessary for the Purpose, and in accordance with applicable Canadian privacy legislation.

The Recipient will implement security safeguards appropriate to the sensitivity of the personal information.

The Recipient will notify the Discloser without delay on becoming aware of any unauthorised access to or disclosure of personal information received under this Agreement.

Include this section if either Party will disclose personal information about identifiable individuals to the other. Delete it if not.

Which privacy statute applies depends on where the Parties operate. Confirm before adding any statute-specific undertaking.

Term and Survival

This Agreement continues in effect until [the Purpose is concluded / [End Date] / terminated by either Party on [Number] days' written notice to the other].

The obligations in sections 2, 3 and 8 survive termination or expiry of this Agreement for [Number] years, except that they survive indefinitely, for as long as it remains a trade secret, in respect of Confidential Information that constitutes a trade secret.

Return or Destruction of Confidential Information

On the Discloser's written request, or on termination or expiry of this Agreement, the Recipient will promptly return or destroy, at the Discloser's election, all Confidential Information in its possession or control, and will certify destruction in writing if the Discloser requests it.

The Recipient may retain copies of Confidential Information that it is required to retain by law or by a bona fide document-retention or backup policy, provided the confidentiality obligations in this Agreement continue to apply to any information retained.

Remedies

Each Party acknowledges that a breach of this Agreement may cause the Discloser harm that cannot be adequately compensated by damages alone, and that the Discloser is entitled to seek an injunction or other equitable relief, in addition to any other remedy available at law or in equity.

Section 8.1 preserves the Discloser's ability to ask a court for an injunction. It does not guarantee one will be granted — injunctive relief remains discretionary, and a court will still weigh the usual factors before ordering it.

No Warranty

All Confidential Information is disclosed "as is." The Discloser makes no representation or warranty as to the accuracy or completeness of its Confidential Information, and the Recipient's use of it is at the Recipient's own risk.

General

This Agreement is governed by the laws of the Province of [Province] and the federal laws of Canada applicable in that province. The Parties attorn to the exclusive jurisdiction of the courts of that province.

Insert one of the common-law provinces or territories. This template is not drafted for Quebec.

This Agreement is the entire agreement between the Parties relating to its subject matter and supersedes all prior discussions and agreements on that subject matter.

No amendment is effective unless in writing and signed by both Parties.

Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it to a successor of all or substantially all of its business.

Notices under this Agreement must be in writing and sent to the address set out above, or to any other address a Party notifies in writing. Notice is deemed received on delivery if delivered personally, on the next business day if sent by email before 5:00 p.m. local time in the recipient's jurisdiction, and [Number] business days after mailing if sent by prepaid mail.

A failure or delay in exercising a right is not a waiver of that right.

If any provision is held unenforceable, it is severed and the remainder continues in force.

This Agreement may be executed in counterparts and delivered electronically, each of which is an original and all of which together form one agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.