Non-Disclosure Agreement (NDA)

This agreement is made on 24 November 2017 and is entered into by and between ___________ ("Disclosing Party") and ___________ ("Receiving party") collectively referred to as the "Parties".

The Receiving Party understands that the Disclosing Party has disclosed or may disclose information relating to [ ], which to the extent previously, presently, or subsequently disclosed to the Receiving Party is hereinafter referred to as "Proprietary Information" of the Disclosing Party.

1. Definitions.

(a) Disclosing Party and Recipient. The party disclosing Confidential Information is referred to as the “Disclosing Party”, and the party receiving Confidential Information is referred to as the “Recipient”.

(b) Confidential Information. “Confidential Information” means all information (whether in oral, written or electronic form) relating to the business, business relationship between disclosing party and recipient, personnel, marketing, customers, finances, products or services of the Disclosing Party, and includes confidential information received by the Disclosing Party from third parties.

2. Permitted Use of Confidential Information.

The Recipient must not use the Disclosing Party’s Confidential Information for any purpose without the explicit written approval of the Disclosing Party.

3. Protect Confidential Information.

The Recipient will keep the Disclosing Party’s Confidential Information confidential, and will also cause its directors, officers, employees and agents to keep the Disclosing Party’s Confidential Information confidential. The Recipient will take all necessary steps (including those steps that the Recipient takes to protect its own information that it regards as confidential) to maintain the confidentiality of the Disclosing Party’s Confidential Information.

4. No Disclosure.

The Recipient will not disclose the Confidential Information to any third party, nor the fact that it has obtained the Confidential Information, without the explicit written approval of the Disclosing Party.

5. Legal Compulsion to Disclose Confidential Information.

If the Recipient receives notice indicating that it may or will be legally required to disclose any of the Disclosing Party’s Confidential Information, it will notify the Disclosing Party promptly in writing so that the Disclosing Party may seek a protective order or other appropriate remedy, or waive compliance with this Agreement. If a protective order or other remedy is not obtained for whatever reason, or if the Disclosing Party waives compliance with this Agreement, the Recipient will disclose no more than that portion of the Confidential Information required to be disclosed.

6. No Transfer.

The Disclosing Party retains exclusive rights to its Confidential Information, and does not grant or transfer any right or licence to the Recipient, except as set out in this Agreement.

(a) the Recipient will return to the Disclosing Party all materials in physical form (including any notes, summaries or memoranda relating to or derived from those materials by the Recipient) that contain the Disclosing Party’s Confidential Information or, at the Disclosing Party’s option, the Recipient may certify in writing that it has destroyed all such materials permanently and confidentially; and

(b) the Recipient will certify in writing that it has destroyed permanently all materials in electronic form (including emails and including any notes, summaries or memoranda relating to or derived from those materials by the Recipient) that contain the Disclosing Party’s Confidential Information.

7. Integration.

This Agreement constitutes the entire agreement between the parties relating to its subject matter. No amendment or waiver of this Agreement is binding unless agreed to in writing by the parties.

8. Waiver of rights

If a party fails to enforce, or delays in enforcing, an obligation of the other party, or fails to exercise, or delays in exercising, a right under this Agreement, that failure or delay will not affect its right to enforce that obligation or constitute a waiver of that right. Any waiver of any provision of this Agreement will not, unless expressly stated to the contrary, constitute a waiver of that provision on a future occasion.

9. Term

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence with respect to Confidential Information that constitutes a trade secret shall remain in effect until such time as the information is no longer a trade secret.