SECRECY AGREEMENT
THIS AGREEMENT made effective the ______ day of ____________, ________.
BETWEEN:
CORPORATION
(the “Corporation”)
- and
OWNER
(the “Owner”)
WHEREAS:
A. The Owner possesses valuable knowledge and information of a secret, proprietary and
confidential nature (the "Know-How") relating to
______________________________________________________;
B. The Corporation wishes to evaluate the Know-How for the purpose of determining its usefulness
or relevance to the Corporation;
C. The parties hereto desire to enter into discussions which may lead to a relationship between the
parties, and in the course of those discussions, it will be necessary for the Owner to divulge the
Know-How to the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual promises
and covenants contained in this agreement. and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Definitions
(a) "Confidential Information" means: information disclosed to the Corporation or becoming known
to the Corporation as a consequence of or during the course of its relationship with the Owner, in
whole or in part, which information is not generally known to the public, about the Owner's
products, processes, formulae, services, methods, ideas, designs and concepts, including but not
limited to information relating to research and development, inventions. manufacturing,
production methods, accounting and financial matters, engineering, marketing, merchandising,
distribution, product acquisition and sales, drawings and sketches, technical information,
specifications and requirements, Know-How, patent, industrial design and trade mark
applications, documentation and other written or printed information, computer software and all
information conveyed orally or by any other means by the Owner to the Corporation. The term
“Confidential Information” shall not mean:
(i) information made known to the Corporation by a third party;
(ii) information which was in the public domain at the time of disclosure, or which
subsequently entered the public domain but not through a breach of this agreement or an
act or omission of the Corporation;
(iii) information which was in the possession of the Corporation which was not directly or
indirectly obtained from the Owner.
-2-
In the event of any claim by the Owner that the Corporation has breached this non-disclosure
Agreement, the Corporation shall be responsible for establishing proof that the information
provided to it by the Owner was not Confidential Information.
(b) "Owner" includes the Owner, its successors and assigns and any of its subsidiaries, or
organizations, corporations or other entities controlled by, controlling or under common control
with it.
2. Disclosure of Information by Corporation
(a) The Corporation acknowledges and agrees that the Confidential Information is information of a
secret and confidential nature which is not already known or available to the public, and which is
proprietary to the Owner. The Corporation further acknowledges and agrees that the protection
of the Confidential Information against unauthorized disclosure or use is of critical importance to
the Owner. The Corporation therefore agrees that the Corporation will not, and will not permit
any of its employees, agents, representatives, consultants or any other party acting on behalf of o