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Confidentiality Agreement

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					                                    MUTUAL NON-DISCLOSURE AGREEMENT



This Mutual Non-Disclosure Agreement (the “Agreement”) is made the 18th day of October, 2005 (the
“Effective Date”).

BETWEEN:

THE BRITISH COLUMBIA INSTITUTE OF TECHNOLOGY, having an office at 3700 Willingdon Avenue,
Burnaby, BC, V5G 3H2. ("BCIT")

                                                                                        OF THE FIRST PART
AND:

[Insert party details] (“insert”)


                                                                                   OF THE SECOND PART

WITNESSES THAT WHEREAS the parties wish to disclose to each other, certain confidential information
for the Permitted Purpose (as defined herein), on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the premises, and other good and valuable consideration (the
receipt and sufficiency of which is acknowledged by both parties), the parties hereby agree as follows:

1        INTERPRETATION

1.1      The following words have these meanings in this Agreement unless the contrary intention
         appears:

         “Confidential Information” means any information (whether in writing or otherwise) disclosed
         (directly or indirectly) to the Recipient or its Representative by the Provider or its Representative
         (whether before or after the Effective Date), including information relating to the Permitted
         Purpose, information concerning the Provider’s business and affairs (financial or otherwise),
         information provided to the Provider by a third party that has been disclosed to the Provider
         subject to a duty to preserve its confidentiality, information about the Provider’s software programs
         in all forms, including object and source code and related documentation; samples; drawings and
         plans; specifications, ideas, concepts, discoveries, inventions, methods, processes, research or
         technical information, trade secrets, know-how and show-how; customer characteristics and
         identities; performance or process data; cost and financial information; specific methods of doing
         business; strategic, marketing, or business plans and analyses; and any documents or oral
         disclosures conspicuously marked or identified as "confidential" or "proprietary" at the time of
         disclosure, provided that if disclosed orally, Provider must confirm in writing to Recipient, within
         ten (10) business days of the date of disclosure, the portions of such information that are
         considered to be confidential, but Confidential Information does not include information which is
         not secret or confidential or information which:

         (a)      is by reason of general publication or the like, part of the public domain or readily
                  available in the public domain;

         (b)      was known by the Recipient prior to its disclosure by the Provider;

         (c)      was independently developed without reference to information disclosed to the Recipient
                  by the Provider; or
                                                     2


      (d)     was obtained from a source other than the Provider;

      without breach of any obligation of confidentiality.

      “including” means including without limitation.

      “Permitted Purpose” means for the purpose of evaluating the commercial feasibility of entering
      into a proposed business relationship whereby
      [____________________________________________________________________________].

      “Provider” means a party that discloses its Confidential Information to the other party.

      “Recipient” means a party that receives or obtains Confidential Information of the other party.

      “Representative” means a director, officer, employee, adviser (financial or legal) or agent.


2     CONFIDENTIALITY

2.1   The Recipient undertakes to keep secret and treat as confidential the Provider’s Confidential
      Information. In particular, the Recipient undertakes to ensure that third persons do not gain
      access to the Provider’s Confidential Information other than as expressly permitted under this
      Agreement. To this end, the Recipient will not, without the Provider's express prior written
      consent:

      (a)     use or permit any person to use the Provider’s Confidential Information for any purpose
              other than the Permitted Purpose, including using the Provider’s Confidential Information
              or any part of it to the competitive disadvantage of the Provider;

      (b)     disclose or in any way communicate to any other person all or any of the Provider’s
              Confidential Information except as expressly authorized under this Agreement;

      (c)     permit unauthorized persons to have access to places where the Provider’s Confidential
              Information is displayed, reproduced or stored;

      (d)     make or assist any person to make any unauthorized use of the Provider’s Confidential
              Information; or

2.2   The Recipient must:

      (a)     take reasonable steps to enforce the confidentiality obligations imposed by this
              Agreement, including diligently prosecuting, at its cost, any breach or threatened or
              suspected breach of such confidentiality obligations by a person to whom the Recipient
              has disclosed the Provider’s Confidential Information; and

      (b)     co-operate, and provide the Provider with all reasonable assistance, in any action which
              the Provider may take to protect the confidentiality of the Provider’s Confidential
              Information.

2.3   Where a     breach, or threatened or suspected breach by a person to whom the Recipient has
      disclosed   the Provider’s Confidential Information does not or would not involve a breach by the
      Recipient   of its obligations under this Agreement, then the Provider agrees to reimburse the
      Recipient   for its reasonable costs and expenses incurred as a result of complying with clause
      2.2(a).
                                                     3


2.4   Unless otherwise expressly consented to by the Provider, the Recipient may only disclose the
      Provider’s Confidential Information (and only to the extent reasonably necessary):

      (a)     to its legal advisers in relation to its rights under this Agreement;

      (b)     to its other Representatives who are not legal advisers:

              (i)     for the sole purpose of furthering the Permitted Purpose;

              (ii)    on a need to know basis only; and

              (iii)   upon the Representative undertaking to keep strictly confidential any Confidential
                      Information of the Provider so disclosed;

      (c)     where such disclosure is:

              (i)     required by law; or

              (ii)    required by the rules of any stock exchange where the Recipient’s securities are
                      listed or quoted;

              provided that the Recipient has first notified the Provider that the Recipient is required to
              disclose the Provider’s Confidential Information and the Recipient has used reasonable
              commercial efforts to assist the Provider, should it wish to do so, to take whatever
              opportunities are available (if any) to protect the confidentiality of the Provider’s
              Confidential Information; and

      (d)     in connection with legal proceedings between the parties relating to the confidentiality
              provisions of this Agreement. For the avoidance of doubt, unless otherwise provided for
              in this Agreement, the Provider’s Confidential Information may not be disclosed in
              connection with any dispute or legal proceedings not related to this Agreement.

      Disclosure as set out above will not, in and of itself, affect the confidentiality of the disclosed
      Confidential Information.

2.5   The Recipient will immediately notify the Provider of any actual, suspected or threatened
      unauthorized disclosure or use of the Provider’s Confidential Information and must comply with
      any reasonable direction issued by the Provider concerning the Provider’s Confidential
      Information.

2.6   The Recipient acknowledges that a breach of this Agreement may cause the Provider irreparable
      damage for which monetary damages would not be an adequate remedy. Accordingly, in addition
      to other remedies that may be available, the Provider may seek and obtain injunctive relief against
      such a breach or threatened or suspected breach.

2.7   The Recipient's obligations with respect to the Provider’s Confidential Information will survive
      termination or expiration of this Agreement and bind the Recipient until the Provider sends the
      Recipient written notice releasing the Recipient from this Agreement, or until the relevant
      Confidential Information of the Provider has ceased to be confidential other than as a result of a
      breach of any obligation of confidentiality.

3     RETURN OF INFORMATION

3.1   The Recipient undertakes that it will promptly upon completion of the Permitted Purpose and in
      any event within ten (10) days of the Provider’s request, return or, at the option of the Provider,
      destroy and certify the destruction of, all documents and other materials in any form or media
                                                   4


      (including copies) provided to the Recipient or any of its Representatives by the Provider relating
      to or containing the Provider’s Confidential Information.

4     REPRESENTATIONS & WARRANTIES

4.1   The Recipient acknowledges that the Provider makes no representation or warranty, express or
      implied, as to the accuracy or completeness of the Provider’s Confidential Information and
      accepts no responsibility to the Recipient or any other person for any false, inaccurate or
      misleading Confidential Information of the Provider or for any interpretation, opinion or conclusion
      that the Recipient may form as a result of examining the Provider’s Confidential Information.

5     GENERAL

5.1   The rights, powers, obligations and remedies provided in this Agreement are cumulative with, and
      not exclusive of, the rights, powers or remedies provided by law or in equity independently of this
      Agreement.

5.2   This Agreement does not constitute a grant or an intention or commitment to grant any right, title
      or interest in any Confidential Information of the Provider to the Recipient.

5.3   To be effective, a waiver of any right under this Agreement must be in writing signed by the
      waiving party. The failure of the Provider at any time to insist on performance of any provision of
      this Agreement is not a waiver of its right subsequently to insist on performance of that or any
      other provision of this Agreement.

5.4   Any amendment to this Agreement must be in writing and signed by both parties to be effective.

5.5   This Agreement is governed by and will be interpreted in accordance with the laws from
      time to time in force in British Columbia (excluding its conflict of laws rules) and the parties
      unconditionally and irrevocably submit to the exclusive jurisdiction of the Courts in that
      Province for determining any dispute concerning this Agreement.
                                                                            5




5.6         If any provision of this Agreement is invalid, illegal, or incapable of being enforced by
            reason of any rule of law or public policy, then such provision will be severed from and will
            not affect any other provision of this Agreement, and this Agreement will be construed as if
            such invalid, illegal, or unenforceable provision had never been contained in this Agreement.
            All other provisions of this Agreement will, nevertheless, remain in full force and effect and
            no provision will be deemed dependent upon any other provision unless so expressed herein.


EXECUTED and delivered by the parties to have effect as of the Effective Date.

SIGNED for and on behalf of                                                     SIGNED for and on behalf of
The British Columbia Institute of Technology                            )       [ .......................................................... ]           )
by its duly authorized representative:                                  )       by its duly authorized representative:                                   )
                                                                        )                                                                                )
                                                                        )                                                                                )
.....................................................................   )       ......................................................................   )
Signature of Authorized Representative                                  )       Signature of Authorized Representative                                   )
                                                                        )                                                                                )
.....................................................................   )       ......................................................................   )
Print Name                                                              )       Print Name                                                               )
                                                                        )                                                                                )
.....................................................................   )       ......................................................................   )
Title                                                                   )       Title                                                                    )
                                                                        )                                                                                )
.....................................................................   )       ......................................................................   )
Date:                                                                   )       Date:                                                                    )
                                                                        )                                                                                )

				
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