Mutual Non-Disclosure Agreement
This is a Mutual Non-Disclosure Agreement (this “Agreement”), effective as of time of purchase of product or services (the “Effective Date”), between Mentors Approach Corp (also known as Mentorsapproach.com in this document), an Ontario, Canada, corporation (the “Company”), and “Mentorsapproach.com Registered Customer or Client” corporation (the “Counterparty”).
The Parties are engaged in a business transaction (the “Engagement”), and have entered into this Agreement and will share confidential information pertinent to the Engagement with confidence that the other Party will use such confidential information to fulfill the requirements of the Engagement and will not disclose that confidential information, except in accordance with the terms of this Agreement. The Counterparty and the Company are sometimes referred to individually as a “Party” and collectively as the “Parties.
The Parties agree as follows:
- These terms have the following definitions in this Agreement:
“Confidential Information” means all information concerning or related to the business, operations, results of operations, assets and affairs of a Disclosing Party, including, but not limited to, financial and accounting information, budgets, projections, forecasts, business plans, operating methods, business strategies, product and service information, product plans, product specifications, product designs, processes, plans, drawings, concepts, research and development data and materials, systems, techniques, trade secrets, intellectual property, software programs and works of authorship, know-how, marketing and distribution plans, planning data, marketing strategies, price lists, market studies, employee lists, supplier lists, customer and prospect lists, and supplier and other customer information and data that the Disclosing Party or its Representatives discloses (or has, prior to the date of this Agreement, disclosed) to the Recipient or its Representatives in connection with the Opportunity, however documented or disclosed, together with any copies, extracts, analyses, compilations, studies or other documents prepared or received by the Recipient or its Representatives, which contain or otherwise reflect such information.
“Disclosing Party” means the Party furnishing Confidential Information.
“Opportunity” has the meaning set forth in the Background.
“Recipient” means the Party receiving Confidential Information.
“Representatives” means the officers, directors, employees, partners, members, managers, agents, advisors, subsidiaries, affiliates or representatives of a Party.
- Recipient agrees to treat Confidential Information as confidential to, and as the property of, the Disclosing Party and to use an appropriate and reasonable degree of care which, in any case, will not be less than the degree of care it uses with respect to its own information of like nature, to preserve the confidentiality of the Confidential Information. Recipient will not communicate, sell, or otherwise disclose to any third party any Confidential Information at any time without the Disclosing Party’s prior written consent. Recipient may disclose Confidential Information to those of its directors, officers, employees and approved subcontractors who have a need to know for the purpose of carrying out the Purpose of Disclosure. Recipient shall be jointly and severally liable with any individual or party to whom it discloses Confidential Information, for their contravention of the terms of this Agreement.
- Recipient will use Confidential Information only for the specific purpose which it was disclosed in connection with the Purpose of Disclosure. Nothing in this Agreement is to be construed as granting Recipient any title, license or other right or interest in or to Confidential Information. Without limiting the generality of anything contained in this Agreement, Recipient will not use any Confidential Information to build competitive offerings.
- Without limiting the generality of anything contained in this Agreement, Recipient undertakes to take all reasonable measures to minimize the risks of unauthorized disclosure of, or unauthorized access to, Confidential Information including, without limitation, by ensuring that:
- Recipient will not copy or reproduce Confidential Information except as reasonably required for the purposes contemplated in this Agreement, and will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on any and all such copies;
- Confidential Information that is in writing, on a tangible support, or on electronic media shall be kept in an appropriate place with restricted access and protected with appropriate security measures so as to preserve its confidentiality; and
- In the event that Recipient is compelled, by law or by an order of a competent court or tribunal, to disclose Confidential Information, it shall notify the Disclosing Party immediately (to the extent legally permissible), so that the Disclosing Partycan try to protect such Confidential Information from disclosure. If the Disclosing Party does not succeed in preventing the disclosure of such Confidential Information, Recipient shall then be entitled to disclose only that portion of the Confidential Information that it is legally compelled to disclose.
- All Confidential Information will be returned by Recipient to Discloser following the Disclosing Party’s instructions without Recipient (or any of Recipient’s directors, officers, employees or approved subcontractors) retaining any copies thereof, and Recipient shall take all reasonable steps to purge any electronic copies of such Confidential Information from its systems, the whole upon the earliest to occur of each of the following:
- a request from the Disclosing Party to that effect;
- the termination or expiration of the business relationship between the Parties for any reason.
- If requested by the Disclosing Party, a senior officer of Recipient shall certify on behalf of Recipient that all such Confidential Information has been returned, and all electronic copies purged, as required.
- The Disclosing Party makes no representation or warranty (expressed or implied) as to the accuracy or completeness of the Confidential Information.
- Confidential Information does not include information that the Recipient demonstrates (a) is in the public domain through no fault of, or disclosure by, the Recipient or its Representatives, subsidiaries or affiliates, (b) was properly known to the Recipient, without restriction, prior to disclosure by the Disclosing Party, (c) was properly disclosed to the Recipient by another person, but only if such person is not bound by a confidentiality agreement with the Disclosing Party or is not otherwise restricted from providing such information by a contractual, legal or fiduciary duty.
- Each Party will promptly notify the other Party upon discovery of any unauthorized use or disclosure of the Confidential Information, or any other breach of this Agreement by such Party or any of its Representatives, and will cooperate with the other Party to help the other Party regain possession of the Confidential Information and prevent its unauthorized use or further disclosure.
- This Agreement does not create any relationship of employment, agency, partnership or joint venture between the Parties, and neither Party shall have any responsibility for the actions of the other Party’s directors, officers, employees, subcontractors or agents. Neither Party shall have authority to make any statements or commitments binding on the other, and neither Party shall hold itself out as having such quality or authority, except as expressly authorized by such other.
- Recipient further undertakes to indemnify and save harmless Disclosing Party from any liability, loss, cost, claim, or damage (including court costs and reasonable attorney’s fees incurred in asserting rights hereunder) whatsoever suffered or incurred by Disclosing Party and which result from Recipient’s breach of any provision of this Agreement.
- Delay in exercising, failure to exercise or partial exercise by a Party of any right or remedy under this Agreement will not constitute a waiver of any right, remedy or breach of this Agreement. Any waiver must be in writing, but any such waiver will be limited to its terms and will not constitute a waiver of any other right, remedy or breach of this Agreement. Recipient acknowledges and agrees that unauthorized disclosure of Confidential Information may cause serious damage to the Disclosing Party, that monetary damages may not be an adequate remedy for any breach of this Agreement, and that the Disclosing Partyshall be entitled to an injunction or specific performance as a remedy for any breach, and that such remedies are not exclusive but in addition to any other remedies available.
- This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes all prior understandings and agreements between the Parties with respect thereto. This Agreement may be amended only by agreement in writing signed by both Parties.
- Recipient shall continue to be bound by this Agreement indefinitely, so long as it or its directors, officers, employees and approved subcontractors will receive, possess, hold, or have knowledge of or access to any Confidential Information. The terms of this Agreement will remain in effect with respect to any particular Confidential Information for a period of one year following the termination of services between the parties. Personal information of the Parties, such as name, age, personal conversations, personal finances shall remain confidential indefinitely.
- This Agreement shall be governed by and construed in accordance with the laws of Canada, and the Parties agree that any and all disputes arising under this Agreement shall be subject to the non-exclusive jurisdiction of the courts of the Province of Ontario.
- 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 provision and all other provisions hereof shall continue in full force and effect.
- Recipient agrees, where there is any uncertainty as to the confidential status of any information proposed to be used or disclosed by Recipient, to consult with and seek the approval of the Disclosing Party before using or disclosing it.
- The Parties have requested that this Agreement, and any written notice or other related document, be drawn up in the English language. Les Parties ont exigé que la présente entente, ainsi que tout avis ou document y afférent, soient rédigés en langue anglaise.