Non-Disclosure Agreement (NDA) - Template, Sample Form

Unilateral Non-Disclosure Agreement
(Alberta)

This non-disclosure agreement (the "Agreement") is dated ________ ("Effective Date"), and is between:

________, an Alberta corporation, having an address at:

________

(hereinafter the "Discloser"); and

________, an Alberta corporation, having an address at:

________

(hereinafter the "Recipient"),

(each of them a "Party", and collectively, the "Parties").

WHEREAS the parties understand that confidential information will be released from one to the other;

AND WHEREAS the parties acknowledge that such confidential information is important to the continued success of its business affairs and that it must remain confidential;

AND WHEREAS the Agreement shall govern the disclosure by the Discloser to the Recipient of certain confidential and proprietary information solely for the employment of the Recipient (the "Purpose").

NOW THEREFORE in consideration of the promises and mutual covenants contained herein, it is mutually agreed and acknowledged by and between the parties hereto, as follows:

1. Definitions

"Confidential Information" means non-public information, whether Trade Secret or not, disclosed in oral, written or electronic form or otherwise learned by the Recipient under this Agreement and copies that the Recipient is authorized to make hereunder, and further including, without limitation, inventions, manufacturing, engineering, creations, designs, research and development records and information, patents, whether pending or abandoned or otherwise, applications, secrets, processes, chemical analyses, blueprints and drawings, reports, customers, customer lists, financial information, and any other source of vital information.

"Trade Secret" means a technique or process, a tool, mechanism or compound, a formula, pattern, device or a compilation of information that is used in one's business, only known to its owner and the employees that assisted in making it, which gives the business a competitive advantage.

2. Term

For Confidential Information that is not a Trade Secret, the Recipient's obligations under this Agreement will expire: ________ from the Effective Date.

For Confidential Information that is a Trade Secret, the Recipient's obligations under this Agreement will be perpetual.

3. Obligations

With respect to Confidential Information of the Discloser, the Recipient agrees to:

(a) use such Confidential Information solely for the Purpose and for no other purpose;

(b) hold such Confidential Information in confidence and not to disclose such Confidential Information to others, except for its employees and consultants who require Confidential Information in order to carry out the Purpose and who are subject to binding obligations of confidentiality and restricted use at least as protective as those of this Agreement, as such information or any dissemination thereof would severely impact the economic interests of the Disclosure;

(c) protect the confidentiality of such Confidential Information using at least the same level of effort and measures used to protect its own valuable confidential information, and at least commercially reasonable efforts and measures; and

(d) notify the Discloser as soon as practicable of any unauthorized use or disclosure of such Confidential Information of which the Recipient becomes aware.

4. Exclusions

The obligations under Section 3 of this Agreement shall not apply to any Confidential Information that:

(a) the Recipient knew before learning it under this Agreement, unless such information was wrongly appropriated;

(b) is now, or becomes in the future, publicly available and is known to the public or is readily available to the public or ascertainable by the public, except by an act or omission of the Recipient;

(c) a third party rightfully discloses to the Recipient without any confidentiality obligations;

(d) is required to be disclosed by law or by court order, subpoena, or documentary discovery, provided that the Discloser has not yet sought a protective order; or

(e) the Recipient independently develops, without use of or reference to Confidential Information.

5. Disclosure required by law

The Recipient may disclose the Discloser's Confidential Information to the extent and to the persons or entities required under applicable governmental law, rule, regulation or order provided that the Recipient: (i) first gives prompt written notice of such disclosure requirement to the Discloser so as to enable the Discloser to seek any protective order, limitations on or exemptions from such disclosure requirement, and (ii) reasonably cooperates at the Discloser's request in any such efforts by the Discloser.

6. Feedback and improvement

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7. Return and destruction of Confidential Information

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8. No licence or other rights

Nothing in this Agreement shall be construed as granting to the Recipient, by implication, estoppel, or otherwise, any licence or any right under any patent, copyright, trademark, trade secret, or other intellectual property right now or hereafter owned or controlled by the Discloser. All Confidential Information shall remain the sole and exclusive property of the Discloser, and the disclosure of such Confidential Information to the Recipient shall not confer upon the Recipient any rights of ownership or any other rights therein, except for the limited right to use such Confidential Information solely for the Purpose in accordance with the terms of this Agreement.

9. Termination of negotiations or discussions

Either Party may terminate discussions or negotiations at any time. Notwithstanding the termination, negotiations and discussions that were had and that pertain to the confidential nature hereto shall be part of this Agreement.

10. Assignment

Any purported assignment or delegation by a Party to this Agreement, in whole or in part, without the prior written consent of the other Party shall be void. This Agreement shall be binding upon the Parties, their heirs, executors, administrators, and assigns.

11. Breach of Agreement

The Recipient acknowledges that any actual or anticipated breach of this Agreement will cause the Discloser immediate and irreparable harm and agrees that the Discloser shall be entitled to seek and obtain injunctive relief for actual or anticipated breach of this Agreement, in addition to any other remedies available in law or equity.

12. Counterparts

This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original, and such counterparts together constitute one and the same instrument. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement.

13. Applicable laws

This Agreement shall be governed by and construed exclusively in accordance with the laws of the province of Alberta, and the laws of Canada in effect in Alberta. For litigation arising from this Agreement, the parties submit to the exclusive jurisdiction of the courts of Alberta, and to any other court having jurisdiction over the party solely to enforce a judgment of a court of Alberta. Neither party shall seek to enforce an order that has its origin in any court other than the courts of Alberta.

14. Language

The Parties declare that they have requested and do hereby confirm their request that this Agreement, and related documents, be in English.

The Parties are signing this Agreement as of the date hereof.

________

Signature: ___________________________

Name: ________
Title: ________

________

Signature: ___________________________

Name: ________
Title: ________