Canada Confidentiality Agreement (Competitors) by Megadox

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									                            CONFIDENTIALITY AGREEMENT
                                   [For use with competitor.]

THIS AGREEMENT made effective as of the _____ day of ______________, _______.

BETWEEN:

                                   [NAME OF COMPANY]
                                      (the “Company”)

                                              - and -

                             [NAME OF INTERESTED PARTY]
                                  (the “Interested Party”)

WHEREAS:

A.     The Company is in the business of [nature of the business] (the “Business”);

B.     The Interested Party is also in the business of [nature of the business];

C.     The Interested Party is interested in investigating the Business for the purpose of
       potential acquisition or joint venture (the “Opportunity”);

NOW THEREFORE, in consideration of the Company agreeing to discuss the Business and
Opportunity with the Interested Party, and otherwise disclosing particulars of the Business and
Opportunity to the Interested Party, the parties hereby undertake and agrees as follows:

1.      Scope of This Agreement: The parties agree that this Agreement is only for the purposes
of protecting each party’s confidential information and each party's business opportunities. Any
agreement between the parties as to any sale of the Business or joint business activities will be
set out in specific subsequent written agreements.

2.    Supersedes Prior Agreements: This Agreement supersedes any prior agreements
between the parties with respect to confidentiality obligations or the subject matter of this
Agreement.

3.      Secret Negotiations: Each party undertakes and agrees not to disclose to any person
(other than its professional advisors and most senior executives, who will be deemed to be bound
by this Agreement), that the Business might be for sale or that the Interested Party is engaging in
discussions with Company management and/or shareholders regarding a potential acquisition of
the Business or joint venture with the Company. Notwithstanding the forgoing, the parties
acknowledge that rumors do circulate in the industry notwithstanding the best efforts of the
parties and that no party will be accountable for rumors or information about these negotiations
that circulate through no fault of that party.

4.     Confidential Information: The term “Confidential Information” shall include but shall
not be limited to these negotiations, the existence of this Agreement, and all confidential or
                                               -2-

proprietary information or trade secrets furnished by one party to the other with respect to the
Business, the Opportunity or a potential joint venture, whether in oral, written, graphic or
machine-readable form, and all copies or reproductions thereof, including but not limited to
business plans, marketing plans, financial statements or projections, product or service outlines,
processes, procedures, customer lists, supplier lists, employee and independent contractor
information. The term “Confidential Information” shall not include such information and data as
the parties agree in writing is not proprietary or confidential, or information made available to
the general public by the disclosing party, or information which lawfully comes into the hands of
a party from a third person who was permitted to disclose the information. Confidential
Information shall at all times remain the exclusive property of the disclosing party.

5.      Non-Disclosure: Each party agrees to hold the Confidential Information it receives from
the other party in confidence and not to show or disclose it to any third parties except as
expressly permitted by the disclosing party in writing. Each party will use reasonable means, not
less than the means it uses to protect its own proprietary information, to safeguard the
Confidential Information of the other party. No party shall at any time copy, duplicate, record or
otherwise reproduce or transcribe the Confidential Information of the other party nor any part
thereof without the other party’s prior consent. Each party shall limit the use of and access to the
Confidential Information of the other party to its bona fide employees or professional advisors
whose use or access is necessary. Each party shall be responsible for any use or dis
								
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