Mutual Non-Disclosure Agreement

This Confidentiality Agreement (“Agreement”) is made as of the member’s registration date, between SOOP Strategies Inc., a Canadian corporation] (hereinafter referred to as the “Company”) and the member (the “Counterparty”) organized under the laws of Ontario (or, if an individual, the province in which they ordinarily reside), such Counterparty being a “Party,” and collectively the “Parties”.

WHEREAS, the Parties are contemplating and/or discussing entering into a potential business relationship (“Purpose”); 

WHEREAS, each Party shall from time to time disclose (when so disclosing information, each such Party in such capacity being a “Disclosing Party”) certain information to the other Party (when so receiving information, each such Party in such capacity being a “Receiving Party”) that each Disclosing Party regards as proprietary and confidential;

WHEREAS, the purpose of this Agreement is to set forth the terms and conditions under which such information is to be maintained in confidence by each Receiving Party;

WHEREAS, each Receiving Party understands that each Disclosing Party has disclosed or will disclose information relating to the applicable Disclosing Party’s products and services including without limitation, device prototypes, web solutions, source code, software, software documentation, device and solution documentation, circuit diagrams, pricing around components, descriptions of the product objective, functionality and intelligence, data, agreements, documents, records, general pricing information, technical information, trade secrets, proprietary information, intellectual property, information technology, methods of operation, information, reports, manufacturers, importers, exporters, advisors, customers, employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, and financial development plans, (hereinafter collectively referred to as “Proprietary Information” or “Information” of a Disclosing Party); and

WHEREAS, the nature of the relationship between the Parties requires the exchange of Proprietary Information while maintaining the confidential nature of the Proprietary Information;

NOW, THEREFORE, in consideration of the foregoing, the negotiations between the Parties, and any access of each Receiving Party to Proprietary Information of each Disclosing Party, the Parties hereby agree as follows:

1) Ownership of Proprietary Information. Each Receiving Party agrees that the applicable Disclosing Party is and shall remain the exclusive owner of Proprietary Information.  

a) Disclosure/Use of Proprietary Information. Each Receiving Party agrees:  (a) it will only use the Proprietary Information in connection with the Purpose; (b) to hold the applicable Disclosing Party’s Proprietary Information in confidence and to take all necessary precautions using reasonable efforts to protect such Proprietary Information (including, without limitation, all precautions the applicable Receiving Party employs with respect to its own confidential materials); (c) not to divulge any such Proprietary Information or any information derived therefrom to any third person, party or entity; (d) that unless it has received the prior written consent of the applicable Disclosing Party, it will hold all of the Information received by it in confidence; (e) that any of the Proprietary Information received by it shall only be disclosed to those of its affiliates, subsidiaries, agents, consultants, employees, or other representatives who need to know such Information based on the parties relationship, and that such Receiving Party shall ensure that such employees and advisors are obligated to and shall maintain such Information in confidence on substantially similar  terms as the terms set forth herein.  Each Receiving Party agrees that under no circumstances will it (i) disclose the Proprietary Information to any competitor of the applicable Disclosing Party; (ii) not to make any use whatsoever, including making modifications thereto or creating any derivations thereof, at any time of such Proprietary Information unless in accordance with terms of the applicable Disclosing Party’s written consent; and (iii) not to copy or reverse engineer any such Proprietary Information; 

2) Limitation on Obligations. Without granting any right or license, each Disclosing Party agrees that the foregoing shall not apply with respect to any information that the applicable Receiving Party can prove: (a) is generally known to the public at the time of disclosure or becomes generally known through no improper action or inaction by the applicable Receiving Party or any of its affiliates, subsidiaries, agents, consultants, employees, or other representatives;  (b) was in its possession or known by it without restriction prior to receipt from the applicable Disclosing Party; (c) was received by it after the time of disclosure by the applicable Disclosing Party from a third party who did not require the applicable Receiving Party to hold it in confidence and who did not acquire it directly or indirectly from the applicable Disclosing Party and/or any of its affiliates, subsidiaries, agents, consultants, employees, or other representatives;  (d) The Receiving Party may make disclosures required by law or court order provided the Receiving Party provides prior written notice to the applicable Disclosing Party and that the applicable Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order.

3) Return of Proprietary Information. Upon request by a Disclosing Party or upon termination or expiration of this Agreement, each Receiving Party will turn over to the applicable Disclosing Party all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof.

4) Term. This Agreement shall commence as of the Effective Date and shall continue in force for one (1) year from the Effective Date unless earlier terminated by either Party but providing the other party ten (10) days written notice of termination (the “Term”). Subject to any applicable laws, the obligations of the Parties under this Agreement shall continue for seven (7) years from the expiration or termination of this Agreement.

5) Miscellaneous. 

  1. No rights or obligations other than those expressly set forth in this Agreement are to be implied from this Agreement.  No license or other right is granted directly or indirectly under this Agreement to the Receiving Party to use in any way any patent, copyright or other proprietary right now held by, or which may be obtained by, or which is or may be licensed by, the Disclosing Party.
  2. Each Receiving Party acknowledges and understands that the applicable Disclosing Party has no ongoing responsibility to update the confidential and Proprietary Information. 
  3. Each Receiving Party acknowledges and understands that the applicable Disclosing Party makes no representation or warranty in relation to any of the Information, its adequacy, accuracy, or suitability for any purpose, and except as expressly agreed in writing shall not be liable for any loss or damage arising from the use of any Information howsoever caused. All Proprietary Information is provided “AS IS”.
  4. Each Receiving Party acknowledges and agrees that due to the unique nature of the applicable Disclosing Party’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, which breach will result in substantial and irreparable harm to the applicable Disclosing Party, and therefore, that upon any such breach or any threat thereof, the applicable Disclosing Party shall be entitled to appropriate equitable relief, including, without limitation, specific performance and injunctive relief, in addition to all other rights and remedies it might have at law.

6) General

  1. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force. The waiver by any Disclosing Party of a breach of any provision of this Agreement will not operate as a waiver of any other breach. No delay or failure of a Disclosing Party to exercise any right or remedy will operate as a waiver, except where specifically provided to the contrary.
  2. This Agreement shall be governed by and construed in accordance with the laws of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. The parties submit to the non-exclusive jurisdiction of the courts of Ontario for the resolution of any and all disputes relating to this Agreement or any of its terms.
  3. This Agreement is non-assignable by any Party without the prior written consent of the other Party.
  4. This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
  5. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.
  6. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon a Party unless made in writing and signed by a duly authorized representative of such Party and no failure or delay in enforcing any right will be deemed a waiver.

 

IN WITNESS WHEREOF this Agreement is executed by the Parties (the Company and the Counterparty) as of the date referred to above.