-----BEGIN AGREEMENT-----
CONFIDENTIALITY, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT
THIS AGREEMENT by and between
CBF PRODUCTIONS INC. (the "Discloser") located at
2 Channel Drive, Whitby, Ontario, L1N 9R6, Canada
and
Applicant Name (the "Recipient") located at
Your Address, City, State, Postal, Country
is to assure the confidential nature of the information to be disclosed or made
available by the Discloser to the Recipient in connection with computer software
programming services to be rendered by the Recipient to the Discloser.
WHEREAS the Discloser is engaged in the business of developing computer
software applications for use by its clients and has retained the services of
the Recipient to provide computer software programming services to facilitate
the provision by the Discloser of computer software applications to its clients;
AND WHEREAS the Recipient shall receive information from the Discloser from
time to time to enable the Recipient to render the services to the Discloser
which the Recipient has agreed to provide to the Discloser;
AND WHEREAS the parties desire to assure the confidential status of the
information which may be disclosed by the Discloser to the Recipient;
NOW THEREFORE WITNESSETH that in consideration of the foregoing and the
following undertakings, the parties agree to the following:
1. Definitions
For the purposes of this Agreement or other communications required or permitted
to be given hereunder, the following words shall have the following meanings,
respectively, unless the context otherwise requires:
1.1 "Affiliate" shall mean with respect to any Person, any other Person who
directly or indirectly controls, is controlled by, or is under direct or indirect
common control with such Person and shall include any Person in like relation
to an Affiliate. A Person shall be deemed to control a Person if such Person
possesses directly or indirectly, the power to direct or cause the direction of
the management and policies of such Person whether through the ownership of
voting securities, by contract or otherwise.
1.2 "Confidential Information" shall mean all information, including the
existence of this Agreement, disclosed to the Recipient in whatever form (oral,
written, machine readable or other) by the Discloser and whether or not the
information was prepared by the Discloser or prepared by a client of the Discloser
and subsequently disclosed by the Discloser to the Recipient, including financial
and accounting records, computer software, sales and marketing material and client
information including names, addresses, phone numbers and client contacts.
The phrase "Confidential Information" shall not include information which:
1.2.1 has been published or is now in the public domain through no fault of
the Recipient;
1.2.2 subsequent to disclosure hereunder is lawfully received from a third party
having lawful possession of such information without notice of any restriction
against its further disclosure;
1.2.3 is independently developed by the Recipient through parties who have
not had, either directly or indirectly, access to or knowledge of such
Confidential Information;
1.2.4 is disclosed with the written approval of the Discloser;
1.2.5 is received after the Discloser has received written notice from the
Recipient that the Recipient does not desire to receive further
Confidential Information; or
1.2.6 must be disclosed by the Recipient under order of a court of competent
jurisdiction, subject to the right of the Discloser to institute a legal
proceeding to prevent disclosure pursuant to that court order.
1.3 "Effective Date" shall mean the date which is the date this Agreement
is signed by the last of the Discloser and the Recipient.
1.4 "Permitted Uses" shall mean the analysis and review of
Confidential Information by the Recipient for the purpose of enabling the Recipient
to provide the computer software programming services to the Discloser which the
Recipient has agreed to provide.
1.5 "Person" includes an individual, a corporation, a joint venture, a partnership,
a trust or trustee or an unincorporated organization.
2. The Recipient agrees to use the Confidential Information received from the
Discloser only in compliance with Section 1.4. No other rights, and particularly
licences to trademark inventions, copyrights or patents are implied or granted
under this Agreement.
3. Confidential information supplied shall not be reproduced in any form except
as required pursuant to Article 1.4.
4. The Recipient shall provide the same care to avoid disclosure or unauthorized
use of the Confidential Information as the Recipient provides to protect the
Recipient's own confidential information. It is agreed that all
Confidential Information shall be retained by the Recipient in a secure place.
5. All Confidential Information, including any internal work product of the
Recipient containing such Confidential Information unless otherwise specified in
writing, shall remain the property of the Discloser and shall be used by the
Recipient only for the purpose intended and such Confidential Information,
including all copies thereof, shall be returned to the Discloser upon written
request and, in any event, upon termination of this Agreement.
6. No information, whether confidential or not, obtained from or through the
Discloser shall constitute a representation, warranty or guarantee to the
Recipient with respect to the accuracy or completeness of such information.
7. If the Recipient is uncertain as to whether information is
Confidential Information or not, the Recipient shall obtain prior written
confirmation thereof from the Discloser prior to disclosure.
8. Damages being difficult to ascertain in the event of violation of this
Agreement, the parties agree that without limiting any other rights and remedies
of each other, upon breach thereof, an injunction may be obtained by the
Discloser to protect its rights hereunder.
9. The Recipient agrees with the Discloser that neither the Recipient nor
any of its Affiliates will, at any time during the term of this Agreement,
either directly or indirectly, in any manner whatsoever including as a principal,
agent, partner, director, officer, shareholder, employer, employee, independent
contractor, consultant or supplier encourage, solicit, accept business from or
attempt to induce (or assist any Person to encourage, solicit or accept business
from or attempt to induce) any client, customer or supplier of the Discloser to
reduce, restrict or terminate its business relationship with or shift its business
from the Discloser to any other supplier of computer software applications.
10. This Agreement shall continue in full force and effect for a term of
two (2) years from the date that written notice is given by either party to the
other terminating the Agreement pursuant to which the Recipient is rendering
services to the Discloser.
11. Any written notice to be given hereunder shall be addressed as follows:
TO THE DISCLOSER AT:
CBF Productions Inc.
2 Channel Drive
Whitby, Ontario
L1N 9R6
Canada
TO THE RECIPIENT AT:
Applicant Name
Your Address
City, State
Postal
Country
Written notice given hereunder shall be given by prepaid registered mail, personal
delivery, facsimile transmission or electronic mail. In the event that notice is
given by registered mail, it shall be deemed to have been given on the third day
following the date of mailing. Written notice given by personal delivery shall be
deemed to have been given on the date of personal delivery and written notice by
facsimile transmission or electronic mail shall be deemed to have been given on
the date that the notice is transmitted. Notice of change of address for the
service of notice to be given hereunder shall be given in accordance with the
foregoing.
12. This Agreement shall be governed by the laws of the Province of Ontario
and the courts of the Province of Ontario shall have exclusive jurisdiction to
resolve any dispute arising from this Agreement. There are no understandings,
agreementsor representations between the parties, express or implied, which are
not specifically expressed herein.
This Agreement may not be amended except by writing duly executed by both parties.
CBF PRODUCTIONS INC.
Per:
* _____________________________
Authorized Signing Officer
APPLICANT NAME
Per:
* _____________________________
Authorized Signing Officer
Dated: _______________________
-----END AGREEMENT-----
* Digitally signed (e.g. PGP) document exchange acceptable
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