Confidentiality agreement

Version 0.1 draft · Effective effective date

This agreement is made on [date] between Quateria Inc., of registered office address, and [organization name], of [address] (each a "party").

1. Purpose

The parties want to share information to evaluate a possible business relationship involving OBMr (the "Purpose").

2. Confidential information

"Confidential information" means non-public information a party shares with the other in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential. It includes product plans, security documentation, prices, and any personal information.

It does not include information that is or becomes public through no fault of the receiver, was already lawfully known to the receiver, is independently developed without using the other party's information, or is lawfully received from someone else without a duty of confidence.

3. Obligations

The receiver will:

1. Use confidential information only for the Purpose.
2. Protect it with at least the care it uses for its own similar information, and no less than reasonable care.
3. Share it only with its employees, contractors and advisers who need it for the Purpose and are bound by confidentiality duties at least as strict as these.
4. Not share personal information unless it is necessary, and then handle it as privacy law requires.
5. Tell the other party promptly about any unauthorized use or disclosure.

4. Required disclosure

If the law or a court requires disclosure, the receiver may disclose what is required after notifying the other party, where allowed, so it can seek protection.

5. Return and destruction

On request, or when discussions end, the receiver will return or destroy confidential information, except copies kept in routine backups or required by law, which stay protected by this agreement.

6. Term

This agreement lasts [2] years from its date. Duties for each item of confidential information last [3] years after disclosure, and for personal information and trade secrets for as long as they remain such.

7. General

No licence or other right is granted except as stated. Information is provided as is. Either party may seek an injunction to stop a breach. This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, and the courts in Toronto, Ontario have exclusive jurisdiction.

Signed: