A non-disclosure agreement (NDA) is a legal document used to protect confidential information from being shared with unauthorized individuals. It is a crucial document for businesses that work with sensitive information, such as trade secrets, financial data, or customer information. In Canada, there are clear legal guidelines that must be followed when drafting an NDA. In this article, we will provide a simple non-disclosure agreement template specifically catered to Canadian businesses.
Introduction
The purpose of this non-disclosure agreement (“Agreement”) is to set forth the terms and conditions under which confidential information will be disclosed by the Disclosing Party to the Receiving Party. This Agreement will become effective on the date of signing and will continue in effect for a period of [number of years] years from the date of signing.
Confidential Information
The term “Confidential Information” shall mean any and all information, whether disclosed orally, in writing, electronically, or in any other form, that is designated as confidential or is otherwise reasonably understood to be confidential by the Disclosing Party. The Receiving Party agrees that it shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
Obligations of the Receiving Party
The Receiving Party agrees to use the Confidential Information solely for the purpose of [insert purpose] and for no other purpose. The Receiving Party shall take all necessary measures to safeguard the Confidential Information and protect it from disclosure, dissemination, or unauthorized use, including but not limited to the following:
– Limiting access to the Confidential Information to those employees or agents who need to know it for the purpose set forth in this Agreement;
– Informing its employees or agents who have access to the Confidential Information of their obligation to keep it confidential and not to disclose it to any third party;
– Promptly notifying the Disclosing Party of any unauthorized use or disclosure of the Confidential Information; and
– Returning or destroying all Confidential Information, including any copies, upon the written request of the Disclosing Party or upon the termination of this Agreement.
Limitations on Confidentiality
The Receiving Party`s obligations under this Agreement shall not apply to the extent that Confidential Information:
– Was or becomes publicly available through no fault of the Receiving Party;
– Was already known to the Receiving Party at the time of disclosure by the Disclosing Party; or
– Is lawfully obtained by the Receiving Party from a third party who is not under a duty of confidentiality to the Disclosing Party.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of [insert province], Canada, without regard to its conflicts of law principles.
Conclusion
The above template is a simple non-disclosure agreement template catered specifically to Canadian businesses. By using this template, businesses can protect their confidential information and ensure that it is not disclosed to any unauthorized individuals. It is important to note that this template is only a starting point and may need to be customized to fit the specific needs and circumstances of each business. For this reason, it is recommended that businesses seek the advice of a legal professional when drafting an NDA.
