NDA + NNN
This agreement services as a Non-Disclosure Agreement, Non-Use, and Non-Circumvention Agreement and is a requirement for engaging with A77 Inc. (hereby referred to as "A77") in various capacities including but not limited to student placements and/or internships, collaborating organizations, bidding collaborations, and more.
This agreement is hereby made effective as of the date specified in the original documentation or form linking to this page by the signing party, hereby referred to as the "Party".
WHEREAS A77 Inc. (collectively with its affiliates and subsidiaries, "A77") may provide or may already have provided Confidential Information (as defined in the documentation or form linking to this page) to the Party.
AND WHEREAS the Party agrees to keep any Confidential Information provided to it confidential in accordance with the terms set out herein.
NOW, THEREFORE, for value received, the Party agrees as follows:
Definition. "Confidential Information" is defined as proprietary information of A77 that has not been publicly disclosed, including, but not limited to proprietary information, financial, technical, business and process information, developmental marketing, sales, operating, performance, cost, drawings, specifications, designs, know-how of any kind and the existence of details of any prospective contracts between A77 and any party, regardless of the form in which it was communicated or maintained and whether prepared by A77 or otherwise, which is disclosed by A77, regardless of whether such information id disclosed before or after the execution of this Agreement, Confidential Information shall NOT include information which:
is generally available to the public at the time of the Party's receipt thereof from A77;
becomes generally available to the public through no act of the Party after the Party's receipt thereof from A77;
is in the lawful possession of the Party prior to the receipt thereof from A77;
is received independently and in good faith by the Party from a third party and which was lawfully in possession of such third party; or
is developed independently, without reference to A77's information where such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction.
Obligation of Confidentiality. The Party agrees:
it shall not use the Confidential Information for any purpose other than in furtherance of its business relationship with A77;
it shall hold the Confidential Information in strict confidence and it shall not be disclosed in any manner, directly or indirectly, in whole or in part without prior written consent of A77;
it shall treat and protect A77's Confidential Information with at least the same standard of care as its own Confidential Information and in no event less than a reasonable standard of care;
notwithstanding subsection (2) above, it may disclose Confidential Information to its employees, affiliates, attorneys, advisors and representatives, in each instance, only when such person or entity is subject to substantially similar confidentiality obligations and only when such person or entity has a specific need to know; and
it shall be responsible for any breach of this Agreement by its employees, affiliates, attorneys, advisors or representatives.
Misappropriation or Misuse of Confidential Information. The Party will advise A77 promptly in writing of any misappropriation or misuse by any person of such Confidential Information of which it may become aware.
Remedies. The Party agrees that monetary damages would not be sufficient remedy for any breach of this Agreement and that A77 shall be entitled to injunctive or other equitable relief to remedy or prevent any breach or threatened breach of this Agreement. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other rights and remedies available at law or in equity.
Required Disclosure. If the Party becomes legally compelled to disclose all or any part of the Confidential Information to any court, tribunal, or government authority, the Party shall forthwith give notice in writing to A77 and shall permit A77 to seek to obtain a protective order or other arrangement pursuant to which the confidentiality of its information is preserved (where legally permitted to do so). In the absence of such an order or arrangement, the Party agrees that it will disclose only that portion of the Confidential Information as is legally required and A77 agrees that any such disclosure shall not be a breach of this Agreement.
Return of Confidential Information. Upon written request from A77, the Party shall, to the extent doing so is technically and commercially feasible, forthwith return all Confidential Information to A77. Notwithstanding the foregoing, the Party shall have access to, or maintain copies of, at its option any such Confidential Information as is needed to support its records in accordance with applicable professional and legal standards.
Assignment. The Party may not assign this Agreement or any interests herein without A77's express prior written consent, which consent may be withheld at A77's sole and absolute discretion.
No Other Agreement. It is understood that this Agreement is not intended to and does not, obligate either Party to enter into any further agreements or to proceed with any possible relationship or other transaction.
No Representation or Warranty. A77 makes no representation or warranty as to the accuracy or completeness of the Confidential Information. A77, nor its directors, officers, employees or affiliates shall be subject to liability resulting from the use of the Confidential Information by the Party.
Non-Waiver. No waiver of any provision of this Agreement shall be deemed to be nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by A77.
Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the Province of Ontario, Canada without regard to its conflict of laws provisions. Any disputes arising hereunder shall be brought in the jurisdiction of the courts in the Province of Ontario.
Facsimile Transmission. This Agreement may be executed and delivered by facsimile or other electronic means of transmission, and upon receipt such transmission shall be deemed delivery of an original.
Independent Construction. Each provision, or part thereof, of this Agreement shall be construed separately and independently from each other. Accordingly, if any provision of this Agreement is found to be unenforceable or invalid, such provision shall be ineffective to the extent of such enforceability or invalidity, without affecting the remaining provisions of this Agreement.
Conflict of Interest. The Party shall disclose any circumstances that may constitute a conflict of interest. The Party agrees to take necessary precautions to avoid any actions or conditions that might compromise its ability to perform its obligations under this Agreement impartially ad with the utmost integrity.
Engagement of Subcontractors. The Party may engage subcontractors to perform certain services under this Agreement. In such cases, the Party shall ensure that any subcontractor is bound by confidentiality obligations set forth in this Agreement and that such subcontractors are aware of and comply with all relevant terms and conditions of this Agreement. The Party remains fully responsible for the performance of its subcontractors and for any breach of this Agreement by such subcontractors.
Non-Solicitation. The Party in completion of its scope of work might engage with but not limited to A77 employees and team members, collaborators, and clients hereby referred to as "A77's network". In such cases, the Party shall not on it's own behalf or on behalf of or in connection with any other entity, without prior written consent of A77, directly or indirectly, in any capacity solicit, induce, or persuade, in any manner, any member of A77's network and/or its affiliates and/or subsidiaries to work with the Party or entice them from working with or for A77 and any of its affiliates and/or subsidies.
IN WITNESS THEREOF, the Party has caused this Agreement to be duly executed as of the date first set out in the form or agreement where this page is linked.
