Mutual Non-Disclosure Agreement

Mutual Non-Disclosure Agreement
This Non-Disclo sure Agreement is entered into on this ___ day of March, 2012 (“Effective Date”) by and
between the GOVERNORS OF THE UNIVERSITY OF CALGARY, a provincial corporation pursuant to
the Post-Secondary Learning Act, S.A. 2003, c.P-19.5 having its principal pla ce o f business at 2500
University Drive N.W., Calgary, Alberta, Canada T2N 1N4 (the “University”) and _________________, a
corporation incorpo rated u nder the laws of Canada, having its registered office at
__________________________________ (“Company”).
In consideration of the mutual promises and covenants contained in this Agreement, the Parties agree as
follows:
1. Confidential Information
(a) “Confidential Information” means any proprietary information that is disclosed by Disclosing Party
(defined herein) to Receiving Party (defin ed herein) and identified as confidential or proprietary at the
time of disclosure, or, if disclosed orally, whi ch is identified as confidential or proprietary at the time of
disclosure and such designation is confirmed in writing no later than thirty (30) days after such
disclosure. Confidential inf ormation includes, without limitation, all proprietary information which
relates to Disclosing Party’s business (including without limitation, business plans, financi al data,
customer information, marketing plans, etc.), technology (including without limitation, technical
drawings, designs, schematics, algorithms, technical data, product plans, research pla ns, software,
etc.), products, services, trade secrets, know-how, formulas, processes, ideas, and inventions
(whether or n ot patentable) and which should be reasonably understood by Receiving Party as the
confidential or proprietary information of Disclosing Party.
(b) Confidential Information shall not include any information that Receiving Party can document:
(i) is or falls into the public do main without fault of Receiving Party;
(ii) Receiving Party can show by written documentation was in its possession witho ut any obligation
of confidentiality prior to re ceipt from Disclosing Party;
(iii) is independently developed by Receiving Party without reference to the Confid ential Information;
or
(iv) is obtained by Receiving Party from a third party without any obligation of confidentiality to
Disclosing Party.
2. Non-disclosure Obligations
(a) Confidential Information of each party (“Disclosing Party”) shall be used by the other party (“Receiving
Party”) solely for the purpose of evaluating whether or not the partie s wi sh to enter into a business
transaction regarding ____ ____________________________________________ ____________.
For a period of five (5) years following the Effective Date, Receiving Party shall take all rea so nable
measures to protect the Confidential Information of Disclosing Party from falling into the public
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