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This confidentiality agreement form, sometimes also referred to as a non-disclosure agreement, applies when a company, which is likely to disclose various confidential information in the ordinary course of business to one of its shareholders, 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
- Shareholder’s Obligations
- Shareholder’s Responsibilities
- Respect for Intellectual Property
- No Licence
- Rights of the Company
- 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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- comes with a user guide;
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- is in Word for Windows (97 or higher).
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