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MUTUAL NON-DISCLOSURE AGREEMENT

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MUTUAL NON-DISCLOSURE AGREEMENT Powered By Docstoc
					                Confidentiality Agreement

This AGREEMENT made as of the _________ day of ____________, 2007

B E T W E E N:

       (full name):   __________________________

       (address):     __________________________

                      __________________________

       (Fax):         __________________________

       (e-mail:)      __________________________
                      (hereinafter referred to as the Confidant)


                                        - AND -


                      BODY SCULPTING CORP.
                      181 Linden Avenue
                      Scarborough, Ontario
                      Canada
                      M1K 3J1
                      Phone: 416-267-0856
                      Email: george.stavrou@rogers.com
                      (hereinafter referred to as BSC)


WHEREAS BSC possesses certain business ideas, including but not limited to codes and
information relating to website infrastructure, computer (and peripherals including
PDA’s, palm pilots, etc) programming and development that is confidential and
proprietary to BSC. BSC possesses certain ideas, information, concepts relating to
marketing, advertising, and specifically to promoting “George Stavrou’s Body Sculpting
Method: A 12 Week Day By Day Guide To Health, Wellness And Fat Loss For ALL
Levels!” book/ebook/dvd efforts (The Project) using, but not limited to, a modern
marketing program that is confidential and proprietary to BSC; and

WHEREAS the Company is willing to receive disclosure of the Confidential Information
pursuant to the terms of this Agreement for the purpose of further development of the
Confidential Information, including the application on the websites


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www.bodysculpting.ca and www.thebodysculptingmethod.com and promotion of The
Project; and

WHEREAS This agreement contains all the terms of the agreement (“Agreement”)
between Confidant, resident in Ontario, and BSC, a company incorporated in Ontario
regarding the disclosure of certain mutually disclosed information and each party’s
treatment of that information as it relates to investment structures for the raising of capital
in the feature film/ television distribution and broadcast industries.

In consideration of the mutual covenants in this Agreement, it is hereby agreed to as
follows:

1. Disclosure of Information
1.1     Confidant and BSC have entered, or are contemplating entering, into a business
relationship between them and may, in the course of or for the purpose of facilitating
such relationship, disclose to one another Confidential Information as defined below. For
good and valuable consideration, the receipt and sufficiency of which is acknowledged
by each of us, this Agreement sets out our respective obligations with respect to the
Confidential Information which one party to this Agreement receives (the Recipient)
from the other (the Discloser).

1.2     The Recipient agrees to treat the Confidential Information as confidential to and
as the property of the Discloser and to use an appropriate 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 prevent disclosure of the Confidential Information of the Discloser. The
Recipient will use the Confidential Information only for the purposes of the business
relationship with the Discloser. The Recipient will not disclose this Agreement or
Confidential Information, except to the Recipient’s directors, officers, employees and
contractors who have a need to know for the purpose of carrying out the purpose of the
Agreement and who are under a written obligation not to disclose such information. The
Discloser may disclose such Information to the Recipient in such form(s) as the Discloser
chooses, including oral or written disclosure, disclosure through training, or disclosure
through the Recipient’s observations of the Discloser’s products, services, business,
documents, materials or property.

2. Purpose
2.1     The Confidant warrants that the Information disclosed by BSC to the Confidant
shall only be used by the Confidant for the purpose of assisting BSC in its endeavor to
create, implement, develop, market, finance and/ or investing in an investment structure,
as contemplated by this agreement.

2.2    BSC warrants that the Information disclosed by the Confidant to BSC shall only
be used by the BSC for the purpose of creating, implementing, developing, marketing,
financing and/ or investing in an investment structure, as contemplated by this agreement.

3. Definition of Information


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Information means any and all information, data, computer programs, technology,
research, inventions, intellectual property, trade secrets, know how, works of authorship,
processes, methods, customer names, plans, forecasts, prices, business information,
financial information, marketing materials, sales information, employee names, supplier
names, and the like.

4. Definition of Confidential Information
Confidential Information means any and all Information disclosed by the Discloser to the
Recipient, reduced to writing and identified as Confidential, except for:

(a)    Confidential Information which is or becomes public other than through a breach
       of this Agreement;
(b)    Confidential Information which is known to the Recipient prior to the date of this
       Agreement and with respect to which the Recipient does not have any obligation
       of confidentiality;
(c)    Confidential Information which is independently developed by the Recipient;
(d)    Confidential Information which is disclosed, without obligation of confidentiality,
       to the Recipient by a person or entity not party to this Agreement and who is
       entitled to disclose such information without breaching an obligation of
       confidentiality; and
(e)    Confidential Information required to be disclosed by law, whether under an order
       of a court or government tribunal or other legal process.

5. Information is no longer Confidential
If subsequent to disclosure by Discloser to Recipient, Confidential Information is
lawfully and legitimately disclosed by a third party to Recipient, then any use, transfer or
disclosure of such Confidential Information (but not other Confidential Information) by
Recipient which is lawfully and legitimately authorized by said third party shall not be
deemed confidential and shall not be prohibited by paragraph 6 below.

6. Disclosure of Information
Recipient shall not disclose or transfer any Confidential Information to any other person
or entity. Recipient shall not use Confidential Information except for the purpose
described for it in paragraph 2. Recipient shall take all reasonable precautions to ensure
against any disclosure, transfer or use of Confidential Information not specifically
authorized by Discloser in writing.

7. Employees
Access to Confidential Information by Recipient’s employees shall be limited by the
Recipient to employees having a reasonable need to know. Recipient shall be responsible
for its employees.

8. No License
Nothing in this Agreement is to be construed as granting the Recipient any title,
ownership, license or other right or interest with respect to the Confidential Information



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of the Discloser. Confidential Information will be held in trust by the Recipient for the
Discloser.

9. Return of Confidential Information
Confidential Information will be returned by the Recipient to the Discloser if:
(a)    a formal written agreement providing all of the terms and conditions respecting
       any business relationship between us is not entered into with the Discloser on or
       before the date which is one (1) month after the date both parties have signed the
       Agreement; or
(b)    upon request by the Discloser at any time, the Recipient shall promptly destroy or
       turn over to the Discloser all Proprietary Information of the Discloser and all
       documents or media containing any such Confidential Information and any and all
       copies or extracts thereof. At the request of the Discloser, an officer of the
       Recipient shall certify on behalf of the Recipient that all such Confidential
       Information has been returned or destroyed, as applicable.

10. Branding Confidential Information
10.1 If the Confidential Information is embodied in tangible material (including
without limitation, software, hardware, drawings, graphs, charts, tapes, prototypes and
samples), it shall be labeled as Confidential or bear a similar legend.

10.2 If the Confidential Information is disclosed orally or visually, it shall be identified
as such at the time if disclosure and be confirmed in a writing to the Recipient within (30)
days of such disclosure, referencing the place and date of oral or visual disclosure and the
names of the Recipient and employees of the Recipient to whom such oral or visual
disclosure was made, and including therein a brief description of the Confidential
Information disclosed.

11. No Obligation to Continue Discussions
Nothing in this Agreement is to be construed as obligating any party to continue any
discussions or to enter into a business relationship.

12. No obligation to Disclose
The Discloser has no obligation to disclose to the Recipient any information that
Discloser elects to withhold.

13. Disclaimer and Risk
13.1 THE DISCLOSER MAKES NO REPRESENTATION OR WARRANTY NOT
EXPRESSLY SET FORTH IN THIS AGREEMENT WITH RESPECT TO
CONFIDENTIAL INFORMATION.

13.2 Without limiting the generality of 13.1 above, the Discloser does not represent or
warrant that the Confidential Information is complete, accurate, useful, feasible, suitable,
functional, safe or defect-free. Recipient accepts all risk of use of, and reliance on,
Confidential Information.



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14. Confidential Nature of Information
The parties represent and warrant to each other that information declared to be
Confidential Information by the Discloser is, in fact, confidential in nature and does not
in any way infringe the intellectual property rights of any other person. Each party also
indemnifies the other with respect to any claims, losses, costs and expenses (including,
among other things, all reasonable legal fees) which may be brought against the Recipient
in connection with disclosure by the Discloser to the Recipient of information which a
person or entity not a party to this Agreement claims has been the subject of such
infringement.

15. Injunction
Each party recognizes and agrees that a violation of the provisions of this Agreement may
cause damage or injury for which there would be no adequate remedy at law and that the
party whose Confidential Information is affected shall be entitled to seek an injunction
from any court of competent jurisdiction restraining such violation.

16. Legal Fees
If any party to this agreement breaches this Agreement, then the nonbreaching party shall
be entitled to collect from the breaching party any and all reasonable costs (including
legal fees) incurred by the nonbreaching party in enforcing this Agreement. Such relief
shall be in addition to any other relief to which the nonbreaching party is entitled.

17. Use of Name or Symbol
Neither party may use the name or symbol of the other party or its parent BSC or any
subsidiary or affiliated BSC in any publicity release or advertising without securing the
prior written consent of the party whose name or symbol is to be used.

18. Disclosure of this Agreement
Except as permitted under this Agreement or by the mutual consent in writing of the
parties, neither party shall disclose to any other person or entity the existence or terms of
this Agreement or that the parties have entered into discussions with respect to a potential
business relationship.

19. Notices
19.1 Any notices or other communications required or permitted to be given or
delivered under this Agreement will be in writing (unless otherwise specifically provided
herein) and will be sufficiently given if delivered personally, which will be required with
regard to notices applicable to an alleged breach of this Agreement, or mailed by first-
class mail, postage prepaid, to each of the parties at the address listed above, or to such
other address or addressee as either party may from time to time designate to the other by
written notice.

19.2 Notices to the other party shall be sent to the address, facsimile–dedicated
number, or e-mail address as listed above, in the contact name or position of: (a) for BSC,
to the “President”, (b) the Confidant, to: _______________.



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20. Further Documentation
The parties agree to deliver further written documentation and to do or cause to be done
any other things reasonably necessary to implement this Agreement.

21. Waiver
Delay, failure or partial exercise by a party of any right or remedy under this Agreement
will not constitute a waiver of any right or remedy. Any waiver must be in writing, but
any such waiver will be limited to its terms and will not constitute waiver of any other
provision or breach of this Agreement.

22. Severability
In case any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed and enforced as if such invalid, illegal or
unenforceable provision(s) had never been contained herein, provided that such invalid,
illegal, or unenforceable provision(s) shall first be curtailed, limited or eliminated to the
extent necessary to remove such invalidity, illegality or unenforceability with respect to
the applicable law as it shall then be applied.

23. Term of Agreement
This Agreement shall remain effective for a period (the “Term”) beginning on the date
signed by both parties (the “Commencement Date”) and ending on the date which is the
later of one (1) month from the Commencement Date and the date on which all business
relationships entered into by the parties with each other are terminated. All Confidential
Information disclosed during the Term shall continue to be governed by these provisions
after expiration of the Term or other termination of this Agreement.

24. Assignments
This Agreement binds the parties and their respective successors and permitted assigns.
Neither party shall assign this Agreement without the prior written consent of the other.

25. Waiver
Any waiver of, or promise not to enforce, any right under this agreement shall not be
enforceable unless evidenced by a writing signed by the party making the said waiver or
promise.

26. Headings
The headings in this Agreement are for the purpose of convenience only and shall not
limit, enlarge, or effect any of the covenants, terms, conditions or provisions of this
Agreement.

27. Governing Law
This Agreement is governed by the domestic laws of Ontario, and applicable domestic
laws of Canada, and the parties agree to the exclusive jurisdiction of the courts of Ontario
in relation to this Agreement.


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28. Amendments
The Agreement sets out our entire agreement concerning the matters described above and
supersedes all prior written or oral agreements, understandings. This agreement may only
be amended by consent in writing of both parties.

29. Finality of Agreement
This Agreement constitutes the entire Agreement between the parties with respect to the
disclosure and use of the Confidential Information and supersedes all previous
agreements, promises, proposals, representations, understandings and negotiations,
whether written or oral, between the parties with respect thereto.

30. Authorization
The persons signing below represent that they are authorized to execute this Agreement
for and on behalf of the party for whom they are signing.



By:    __________________________            By:      BSC


Name: __________________________             Name: ___________________________



Title: __________________________            Title:   ___________________________




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