BETWEEN:
JOHN DOE——– enter company name or your name
(hereinafter referred to as(“John”) repeat in (B) section 3 times
– And –
FAMILY NATURE PARCS INC.,
hereinafter referred to as (“Nature Parcs”)
WHEREAS:
(A) Both parties for their mutual benefit desire that certain detailed proprietary and Confidential Information of FAMILY NATURE PARCS INC., be disclosed to each other for the purpose of evaluating a potential business transaction (the “Transaction”).
(B) “Nature Parcs” and/or its affiliates may disclose to “John ” certain proprietary and confidential information, including without limitation, certain business plans, financial and marketing information, trade secrets, data, records, proposed personnel, software codes, and other tangible or intangible valuable confidential information, whether in oral, written, graphic, machine readable or physical form, relating to “Nature Parcs” and/or its affiliates and “John” may disclose to “Nature Parcs” certain proprietary and confidential information, including without limitation, certain business plans, financial and marketing information, trade secrets, data, records, proposed personnel, software codes, and other tangible or intangible valuable confidential information, whether in oral, written, graphic, machine readable or physical form, relating “John” and/or its affiliates (all such information provided by one party to the other and as modified, amended, updated or improved from time to time is collectively referred to herein as the “Information”);
(C) Each party has agreed to provide Information (such party transmitting the Information being referred to herein as the “Sending Party”) to the other on the condition that the party receiving such Information (the “Receiving Party”) maintains in strict confidence all Information delivered or made available to it by the Sending Party and only to disclose the same in accordance with the terms herein (and, for the purposes of this Agreement, the term “Receiving Party” shall include any directors, officers, employees, agents, associates or affiliates of the Receiving Party);
NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter contained and any other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties hereby agree as follows:
1. The Receiving Party acknowledges that the Information is confidential and a valuable asset of the Sending Party and the Receiving Party has no right, title and interest in and to the Information (including, without limitation, all applicable rights, copyrights, trademarks, trade secrets and industrial designs), all of which is the exclusive property of the Sending Party.
2. The Information will be kept confidential and shall not, without the Sending Party’s prior
written consent, be disclosed by the Receiving Party, in any manner whatsoever, in whole or in part, other than as provided herein and the Receiving Party shall not, directly or indirectly, exploit the Information for any use or reason or use the Information other than in connection with the “Transaction”.
3. The Receiving Party agrees that it shall not:
(a) use the Information either to deliver to, or solicit from, any customer, independent contractor, agent, employee, officer, director or other representatives of the Sending Party, any offers of employment or service;
(b) Tamper with, amend, revise, modify, refine, customize, interfere with, adjust, enhance, reverse engineer, reverse compile, reassemble or alter in any way whatsoever all of any part of the Information without the Sending Party’s prior written consent; or
(c) Copy, reproduce in any form, or store in any retrieval system or data base any Information without the prior written consent of the Sending Party, except for such copies, reproductions and storage as are strictly required for the purpose of evaluating a Transaction, it being agreed, however, that such copies, reproduction and storage shall be accorded the same confidential treatment as the originals thereof.
4. The Receiving Party hereby further covenants and agrees to:
(a) Disclose the Information only to such employees, agents, officers, directors or
representatives on a strictly “need to know” basis and the Receiving Party shall inform such employees, agents, officers, directors or representatives of the confidential nature of the Information; and
(b) within a commercially reasonable period following the direction of the Sending Party, return to the Sending Party all Information disclosed or delivered to the Receiving Party, and all copies and all tangible reproductions thereof, in any form whatsoever, and, where commercially reasonable, to delete and destroy all such Information from all retrieval systems and data bases, together with all analyses, forecasts, studies or other documents prepared by or on behalf of the Receiving Party in connection with the Information; to furnish the Sending Party, as soon as reasonably practicable after a request therefore, with a certificate of an officer of the Receiving Party attesting to such return, deletion or destruction, as the case may be; and to keep any oral Information or any Information, which could not be destroyed confidential in accordance with the terms of this Agreement.
5. The term Information shall not include such portions of the Information which (i) are or
become generally available to the public other than as a result of a disclosure by the Receiving Party, or (ii) are received from an independent third party who had obtained the information lawfully and was under no obligation of secrecy, or (iii) the Receiving Party can show was in its possession before it received such Information from the Sending Party, or (iv) it can show was independently developed by or on behalf of the Receiving Party without the use of or access to the Information at the time of independent development.
6. Due to the commercially valuable and proprietary nature of the Information to the Sending Party and the commercial and trade relationship of the Information to the nature of the Sending Party’s business operations and potential commercial opportunities, the obligations assumed by the Receiving Party hereunder shall be unlimited in territory and shall survive any termination hereof for a period of 3 years thereafter. The Receiving Party acknowledges and agrees that the foregoing confidentiality obligations are entirely reasonable and necessary in order to protect the legitimate commercial, trade, business and technical interest of the Sending Party.
7. If any provision of this Agreement is held to be invalid or unenforceable in whole or in part, the remaining provisions hereof shall nevertheless be valid, binding and subsisting. If it is held by a court of competent jurisdiction that the extent of the obligations assumed by the Receiving Party pursuant to Section 6 hereof is illegal, invalid or unenforceable, such obligations shall apply for such period of time and in such territories as a court of competent jurisdiction may determine in the reasonable commercial, trade, business and technical interests of the Sending Party.
8. Neither party will disclose to any person the fact that the Information has been made available, that discussions or negotiations are taking place or have taken place concerning a possible transaction involving the parties hereto or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof. The term “person” as used in this Agreement shall be broadly interpreted to include the media and any corporation, partnership, group, individual or other entity.
9. The Receiving Party acknowledges that the Sending Party makes no express or implied representation or warranty as to the accuracy or completeness of the Information, and the
Sending Party expressly disclaims any and all liability that may be based on the Information, errors therein or omissions therefrom.
10. In the event that the Receiving Party or anyone to whom it transmits the Information pursuant to this Agreement become legally compelled to disclose any of the Information, the Receiving Party will, where possible, provide the Sending Party with reasonable notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained or that the Sending Party waives compliance with the terms hereof, the Receiving Party will furnish only that portion of the Information, which is legally required, and will exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information. Notwithstanding the above, should it not be possible for Receiving Party to provide such notice to Sending Party, Receiving Party shall not be in breach of this Agreement where it was legally compelled to disclose the Information.
11. Each party hereto acknowledges that disclosure of the Information may cause significant damage and harm to the Sending Party and that remedies at law may be inadequate to protect against breach of this Agreement, and each party receiving the Information hereby agrees that the Sending Party may, where appropriate, seek injunctive relief in addition to any other remedy it may be entitled to.
12. Any demand, notice or communication to be made or given hereunder shall be in writing, except as expressly provided otherwise, and may be made or given by personal delivery or by transmittal by facsimile addressed to the respective parties as follows:
(i) JOHN DOE—– enter company name or your name &address
Street
—————-
Attention: XXXXX
(ii) FAMILY NATURE PARCS INC.,
Island Park Towers
195 Clearview Avenue, Suite 310
Ottawa, Ontario K1Z 6S1
Attention: Fred L. H. Farha, Founder & Chairman
Or to such other addresses or facsimile numbers any party may from time to time notify the other in accordance with this Section 12. Any demand, notice or communication made or given by personal delivery shall be conclusive be deemed to have been made or given on the day of actual delivery thereof, or, if made or given by facsimile, on the first business day (being a day other than a Saturday, Sunday or statutory holiday in the Province of Ontario) following the transmittal thereof.
13. No failure or delay by the Sending Party in exercising any of its rights, powers or privileges under this Agreement shall operate as a waiver nor shall any single or partial exercise of such rights, powers of privileges preclude any other or further exercise.
14. The parties hereto shall with reasonable diligence do all such things and provide all such further and other assurances as may reasonably be required in order to give effect to the purposes and intent of this Agreement and to carry out the provisions hereof.
15. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
16. This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the courts of Ontario shall have jurisdiction to entertain any action arising hereunder.
17. No amendments to the terms and conditions of this Agreement shall be valid and binding unless made in writing and signed by the parties hereto.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the date first set out above.
JOHN DOE—– enter company name or your name
Per: _________________________________
Name: enter your title and name
FAMILY NATURE PARCS INC.,
Per: _________________________________
Name: Fred L. H. Farha
Title: Founder & Chairman
