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This confidentiality agreement form, sometimes also referred to as a non-disclosure agreement, applies when a business, which is likely to disclose various confidential information in the ordinary course of business to one of the partners in the business, wishes to obtain from the latter the following undertakings:
- Undertaking of Confidentiality
- Undertaking Not to Compete
- Undertaking Not to Solicit Clients
- Undertaking Not to Solicit Employees.
Two versions of this form are provided: long form and short form. Here is the Table of Contents:
LONG FORM
- IDENTIFICATION OF THE PARTIES
- PREAMBLE
- OBJECT
- Disclosure of Confidential Information
- Handling of Confidential Information
- Definitions
- Obligation of Confidentiality
- Duration of the Obligation of Confidentiality
- Surrender of the Confidential Information Elements
- Ownership
- Creation of Confidential Information
- Use of Confidential Information
- Protection of Confidential Information
- Partner’s Obligations
- Partner’s Responsibilities
- Respect for Intellectual Property
- No Licence
- Rights of the Business
- No Liability for Unauthorized Use
- Confidential Information Belonging to a Third Party
- Release From the Obligation of Confidentiality
- Legal or Judicial Obligation to Disclose the Confidential Information
- Sanctions For Violating This Agreement
- Covenant Not to Compete
- Undertaking Not to Solicit Clients
- Undertaking Not to Solicit Personnel
- Injunction
- Damages
- Extension of Duration of a Breached Undertaking
- Separate Undertakings
- Reasonableness of the Undertakings
- Judicial Reduction of the Undertakings
- Discretionary Reduction of the Undertakings
- Other Agreements Between the Parties
- No Defence
- Reasonable Legal Expenses
- Professional Fees Relating to this Agreement
- "Force Majeure"
- Severability
- Notices
- Headings
- Schedules
- No Waiver
- Cumulative Rights
- Entire Agreement
- Amendments
- Number and Gender
- No Right to Transfer
- Calculating Time Periods
- Currency
- Governing Law
- Election of Domicile
- Counterparts
- Successors
- Joint and Several Liability
- Elapsed Time
- Language
- EFFECTIVE DATE
- TERM OF THE AGREEMENT
- TERMINATION
- ACKNOWLEDGEMENT BY THE PARTIES
- SIGNATURES OF THE PARTIES
- INTERVENTION
SHORT FORM
- IDENTIFICATION OF THE PARTIES
- OBJECT
- Disclosure of Confidential Information
- Handling of Confidential Information
- Obligation of Confidentiality
- Duration of the Obligation of Confidentiality
- Surrender of the Confidential Information Elements
- Covenants Not to Compete, Not to Solicit Clients, Not to Solicit Personnel
- Injunction
- Damages
- Reasonableness of the Undertakings
- Judicial Reduction of the Undertakings
- EFFECTIVE DATE, TERM AND TERMINATION OF THE AGREEMENT
- SIGNATURE OF THE PARTIES
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