MUTUAL NON-DISCLOSURE AGREEMENT (NDA)
THIS NON-DISCLOSURE AGREEMENT (“Agreement”) is effective as of the date of signing of this form, between BougeBouge, located at 4501 Avenue Bannantyne, Verdun, Province of Quebec, H4G 1E3, and the individual signing below. (hereinafter collectively referred to as the “Parties”)
WHEREAS the Parties, for the purpose of discussion and potential negotiations regarding a potential business relationship, may communicate information including business and financial strategies, which each Party wishes the other to keep confidential in accordance with the provisions of this Agreement.
Definition. “Confidential Information” means (a) any information disclosed by one of the two Parties (the “Disclosing Party”) to the other party (the “Receiving Party”), directly or indirectly, with or without express mention, in writing, orally, or by tangible inspection of objects, including, without limitation, algorithms, business plans, customer data, customer lists, customer names, mock-ups, documents, drawings, technical information, financial analysis, forecasts, formulas, information configuration material, know-how, ideas, inventions, market information, marketing plans, processes, products, product planning, research, specifications, material, source code, trade secrets, or any other information designated as “confidential”; and (b) any information which, by its very nature, should be confidential. Confidential Information shall not include any information (i) which was known to the public and made available to the public domain before the time of disclosure; (ii) which is already in the possession of the Receiving Party at the time of the non-disclosure agreement; (iii) which is obtained by the Receiving Party from a third party who legally possesses such information and may transmit it without violating the confidentiality obligations thereof; (iv) which has been independently developed by the Receiving Party without use of the Confidential Information disclosed by the Disclosing Party and without reference to it, as demonstrated by valid documents and other evidence in the possession of the Receiving Party; (v) which must be disclosed pursuant to the requirements of laws, regulations or instruments thereunder, or in respect of any judicial proceedings; or (vi) which has been disclosed by the Receiving Party with the consent of the Disclosing Party.
Non-Use and Non-Disclosure. Each party agrees not to use the Confidential Information other than for the purpose of discussion and potential negotiations in order to establish a business relationship. Each party agrees not to disclose any Confidential Information, except to employees of the Receiving Party whose possession of the Confidential Information is required for this Agreement. If the Receiving Party is required by law to make disclosures prohibited or constrained by this Agreement, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement, so that the Disclosing Party may obtain a preventive order, injunction or other appropriate measure, if necessary. Neither Party may reverse engineer, decompile or disassemble any prototypes, software or other tangible materials containing Confidential Information. Unless prior written consent is obtained, any intellectual property rights arising from the Confidential Information are prohibited.
Confidentiality Maintenance. Each Party agrees to implement reasonable measures to protect the Confidential Information and prevent its disclosure and unauthorized use. Without limiting the generality of the foregoing, each party shall implement the necessary measures to protect its own confidential information, without planning for less than such protection (which includes, without limitation, all precautions taken by the Receiving Party regarding its confidential material). Each party will ensure that its employees who have access to the Confidential Information will sign a non-use and non-disclosure agreement similar in content to the provisions of this Agreement or will be legally obliged not to disclose such Confidential Information, before being entrusted with any Confidential Information by their employer. Neither Party will make copies of the Confidential Information without written authorization from the Disclosing Party. The Receiving Party shall immediately notify in writing in the event of any disclosure of such Confidential Information that is in violation of this Agreement.
No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. NO PARTY WILL OFFER ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL INFORMATION.
Duration of Agreement. This Agreement shall expire (3) three years following the effective date. Unless otherwise agreed by the Parties in writing, the confidentiality obligation shall continue indefinitely. The parties may terminate this Agreement at any time by written notice within (15) fifteen days.
Return or Destruction of Material. Upon written request of the Disclosing Party, each copy or extract of Confidential Information disclosed shall be returned or destroyed.
No License. This Agreement constitutes the entire agreement between the Parties with respect to the protection of Confidential Information. This Agreement does not create any implied rights or obligations in addition to the rights and obligations expressly mentioned herein.
Availability of Equitable Compensation. Each Party understands that the breach or threat of breach of this Agreement will cause irreparable harm to the other Party and that damages will not be an adequate remedy to address any breach or threat of breach of the Agreement. In the event of such breach or threat of breach of the Agreement, the Parties therefore agree that the victim party of the breach or threat of breach shall be entitled, without the requirement of posting bond or guarantee, to equitable compensation, including injunctive relief and specific performance. The rights of the Parties are, by this Agreement, cumulative, and the exercise of a right by a Party shall not prevent it from claiming any other legal compensation.
Miscellaneous. This Agreement may not be assigned. No provision of this Agreement may be abolished or modified without the written consent of the other Party. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and it shall be the responsibility of the Parties to enforce them optimally within the limits permitted by law. The Parties may execute the provisions of this Agreement in corresponding applications, each of which shall be considered as original, but which together constitute one and the same Agreement.
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