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Non-Disclosure Agreement

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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").


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").


1. Definitions

"Confidential Information" means nonpublic information, whether a 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.

"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;

(c) protect the confidentiality of such Confidential Information using at least the same level of efforts 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;

(b) is now, or becomes in the future, publicly available except by an act or omission of the Recipient;

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

(d) 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 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

The Recipient may from time to time provide to the Discloser feedback or suggestions regarding the technology or Confidential Information of the Discloser, which may include suggestions for, or feedback concerning, improvements, modifications, corrections, enhancements, derivatives or extensions, as well as branding ideas ("Feedback"). It is agreed that the Discloser receiving such Feedback shall have a perpetual, royalty free, exclusive, and transferable license to use such Feedback, without any obligation to compensate the Recipient providing the Feedback or their personnel. The Discloser may develop technology, modifications, correction, enhancements, derivatives or extensions ("Improvements"), and further may also develop branding elements, based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein, as well as any related intellectual property registrations, shall be owned exclusively by the Discloser. The Recipient agrees to sign such further documents as may be required reasonably to confirm such ownership by the Discloser.


7. Return and destruction of Confidential Information

Upon either the completion of the Recipient's use of Confidential Information for the Purpose under this Agreement or the Discloser's request, the Recipient agrees to: (i) cease all use of the Discloser's Confidential Information, and (ii) promptly return or destroy all Confidential Information of the Discloser, including without limitation, any copies, extracts, summaries, or derivative works containing such Confidential Information, any summaries of orally disclosed information and all copies thereof in its possession or control and/or in the possession or control of its representatives, and certify in writing to the Discloser the completion of such return or destruction, provided, however, that the Recipient may retain one (1) authorized copy in its legal archives solely for the purpose of monitoring the Recipient's surviving obligations under this Agreement, and that copy shall remain Confidential Information of the Discloser.


8. Retention of rights, title and interest

The Discloser retains all right, title and interest in and to its Confidential Information. This Agreement does not and shall not be construed to give the Recipient any right or license by implication or otherwise to any Confidential Information or under any intellectual property or other rights owned by or licensed to the Discloser.


9. Termination of negotiations or discussions

Either Party may terminate discussions or negotiations at any time.


10. Assignment

Any purported assignment or delegation by a Party of 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 successors and their permitted assigns.


11. Breach of the Agreement

The Recipient acknowledges that any actual or threatened 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 threatened breach of this Agreement, in addition to any other remedies available at 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.


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The Parties are signing this Agreement on the Effective Date.


________


Signature: ___________________________

Name: ________
Title: ________


________

Signature: ___________________________

Name: ________
Title: ________



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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").


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").


1. Definitions

"Confidential Information" means nonpublic information, whether a 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.

"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;

(c) protect the confidentiality of such Confidential Information using at least the same level of efforts 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;

(b) is now, or becomes in the future, publicly available except by an act or omission of the Recipient;

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

(d) 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 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

The Recipient may from time to time provide to the Discloser feedback or suggestions regarding the technology or Confidential Information of the Discloser, which may include suggestions for, or feedback concerning, improvements, modifications, corrections, enhancements, derivatives or extensions, as well as branding ideas ("Feedback"). It is agreed that the Discloser receiving such Feedback shall have a perpetual, royalty free, exclusive, and transferable license to use such Feedback, without any obligation to compensate the Recipient providing the Feedback or their personnel. The Discloser may develop technology, modifications, correction, enhancements, derivatives or extensions ("Improvements"), and further may also develop branding elements, based on such Feedback, and such Improvements and branding elements, and any intellectual property rights therein, as well as any related intellectual property registrations, shall be owned exclusively by the Discloser. The Recipient agrees to sign such further documents as may be required reasonably to confirm such ownership by the Discloser.


7. Return and destruction of Confidential Information

Upon either the completion of the Recipient's use of Confidential Information for the Purpose under this Agreement or the Discloser's request, the Recipient agrees to: (i) cease all use of the Discloser's Confidential Information, and (ii) promptly return or destroy all Confidential Information of the Discloser, including without limitation, any copies, extracts, summaries, or derivative works containing such Confidential Information, any summaries of orally disclosed information and all copies thereof in its possession or control and/or in the possession or control of its representatives, and certify in writing to the Discloser the completion of such return or destruction, provided, however, that the Recipient may retain one (1) authorized copy in its legal archives solely for the purpose of monitoring the Recipient's surviving obligations under this Agreement, and that copy shall remain Confidential Information of the Discloser.


8. Retention of rights, title and interest

The Discloser retains all right, title and interest in and to its Confidential Information. This Agreement does not and shall not be construed to give the Recipient any right or license by implication or otherwise to any Confidential Information or under any intellectual property or other rights owned by or licensed to the Discloser.


9. Termination of negotiations or discussions

Either Party may terminate discussions or negotiations at any time.


10. Assignment

Any purported assignment or delegation by a Party of 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 successors and their permitted assigns.


11. Breach of the Agreement

The Recipient acknowledges that any actual or threatened 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 threatened breach of this Agreement, in addition to any other remedies available at 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. Ecbdbcda

Faa Bcfffaa baafcfa facf faap acea faebaafab cbb bc aafaap acbbffa faaff faebaaf facf fafa Bdfaaaabf, cbb fafcfab bcabaabfa, aa fb Abdffaa. Eaa dcfffaa baafcfabf eb'affaa cbf aafda af dcf faa dfaaabfaa acbbffaabf fabf baacbba eba fa dfaaabf acbffcf cfbaf eba faa bcabaabfa ebf a'p fcffcaaabf acfabf fabfdaa ab cbdfcfa

The Parties are signing this Agreement on the Effective Date.


________


Signature: ___________________________

Name: ________
Title: ________


________

Signature: ___________________________

Name: ________
Title: ________