Non-Disclosure Agreement
Non-Disclosure Agreement
between DEVELOPMENTWISDOM INC. and DW MENTOR CONSULTANTS;
DW MENTOR CONSULTANTS & DW CLIENTS
MUTUAL NONDISCLOSURE AGREEMENT
between DEVELOPMENTWISDOM INC. and DW MENTOR CONSULTANTS;
DW MENTOR CONSULTANTS & DW CLIENTS
MUTUAL NONDISCLOSURE AGREEMENT
This Mutual Nondisclosure Agreement ("Agreement") is entered into as of January 12, 2015 (the “Effective Date”), by DEVELOPMENTWISDOM INC. of OTTAWA, ONTARIO, CANADA (“DEVWISDOM”) AND DEVWISDOM MENTORS (“DW MENTORS”) AND DEVWISDOM CLIENTS (“DW CLIENTS’) throughout the world.
DEVWISDOM and DW MENTOR-CONSULTANTS wish to offer their respective services to each other. Towards that end, DW and DW MENTOR-CONSULTANTS may from time to time disclose to each other certain information, which may be oral, written, and/or in an electronic format; which may comprise technology, processes, methodology, data, knowledge, concepts, ideas, graphics and illustrations, programs, projects, events, proposals and business plans, strategies and tactics, financial information, corporate direction and product/service definitions, the identity of clients, partners, suppliers and related information, or other information of a confidential, proprietary, or especially important and competitive nature; and to which the Disclosing Party wishes to restrict access (collectively, "Confidential Information"). The purpose of this Agreement is to ensure that each party can disclose its Confidential Information to the other without jeopardizing the confidentiality of that Confidential Information.
DW MENTOR-CONSULTANTS and DW CLIENTS wish to enter into a mutually-beneficial relationship. Towards that end, DW MENTOR-CONSULTANTS and DW CLIENTS may from time to time disclose to each other certain information, which may be oral, written, and/or in an electronic format; which may comprise technology, processes, methodology, data, knowledge, concepts, ideas, graphics and illustrations, programs, projects, events, proposals and business plans, strategies and tactics, financial information, corporate direction and product/service definitions, the identity of clients, partners, suppliers and related information, or other information of a confidential, proprietary, or especially important and competitive nature; and to which the Disclosing Party wishes to restrict access (collectively, "Confidential Information"). The purpose of this Agreement is to ensure that each party can disclose its Confidential Information to the other without jeopardizing the confidentiality of that Confidential Information.
2. Protection and Use of Confidential Information
Each party agrees to hold and use the Confidential Information of the other party in confidence. In particular, each party shall not disclose Confidential Information of the other nor any information about this Agreement or the business purposes underlying it to any third party without the prior written approval of the other party.
Neither party shall use the Confidential Information of the other except in connection with the discussions and investigations and shall not use it for its own benefit or for the benefit of any third party without the prior consent and participation of the Disclosing Party. Neither party, by any way or any means, shall sell, copy, reproduce, embed, post, forward; distribute, publish or disseminate by oral, written or electronic means this Confidential information in part or its entirety, or excerpt any portion of the Confidential Information of the other without the express written prior permission of the other party. The degree of care exercised by the Receiving Party in protecting the security and confidentiality of the Confidential Information of the Disclosing Party shall not be less than the degree of care exercised by the Receiving Party with respect to the security and confidentiality of its own proprietary and highly confidential information which it does not wish to have published or disseminated in any form or by any means. The parties' obligation to hold Confidential Information in confidence shall be for a period of five (5) years following the disclosure of information.
3. Return of Confidential Information
Promptly upon the conclusion of the relevant project, work, or discussion, or at such earlier time as the Disclosing Party may direct, the Receiving Party shall return to the Disclosing Party all Confidential Information which it received, including any copies that may have been made of such Confidential Information. Alternatively, the Receiving Party may destroy and delete from its computer memory, computer storage media and onsite, offsite, emails and Internet backups of all originals and copies of such Confidential Information and certify to the Disclosing Party that it effected such destruction and deletion.
4. Enforcement
The parties recognize that unauthorized use or disclosure of Confidential Information may give rise to irreparable injury, inadequately compensable in damages, and that each party shall be entitled to seek injunctive relief against the breach or threatened breach of any of the other party's obligations hereunder, in addition to any other legal remedies which may be available to the aggrieved party.
5. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of Ontario, CANADA. Jurisdiction and venue for any claim or action brought by any party to this Agreement shall be federal or provincial court located in Ontario, CANADA
DEFINITIONS
“DW MENTOR-CONSULTANTS” are individuals who are in good standing with DW AND have met DW’S application requirements AND has agreed to mentor and/or consult with DW CLIENTS as a DW MENTOR-CONSULTANT.
“DW CLIENTS” are individuals who are receiving mentoring and project consulting services through DW and/or a DW MENTOR-CONSULTANT.
“CONFIDENTIAL INFORMATION” shall mean all information disclosed or made available to one party by the other except that Confidential Information shall not include information that:
a) was previously known to the party receiving it; or
b) is or becomes publicly available through no fault of the Receiving Party; or
c) is rightfully disclosed to the Receiving Party by a third party without restriction of
d) is developed by the Receiving Party independent of this Agreement and without reference to
e) is revealed by the Receiving Party pursuant to a validly issued court order, subpoena, or other confidentiality; or any Confidential Information provided to the Receiving Party by the Disclosing Party; or legal process, provided, however, that promptly upon receiving such order, subpoena, or process, the Receiving Party shall notify the Disclosing Party to aid in allowing the Disclosing Party to seek a protective order covering the subpoenaed material, and shall reveal only so much of the Confidential Information as the Receiving Party is advised by counsel it is legally obligated to reveal.Confidential Information is and shall remain the sole property of the Disclosing Party. The Receiving Party shall gain no interest or rights in or to Confidential Information by virtue of its being disclosed to the Receiving Party for the limited purposes contemplated above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth below:
DW MENTORS AND DW CLIENTS
AND DEVELOPMENTWISDOM iNC. (DEVWISDOM)
47 Thornbury Crescent Ottawa, Ontario K2G 6C5 CANADA
JANUARY 12, 2015
Randy Fisher, Director
DevelopmentWisdom Inc.
www.developmentwisdom.org
- Intent of Agreement
DEVWISDOM and DW MENTOR-CONSULTANTS wish to offer their respective services to each other. Towards that end, DW and DW MENTOR-CONSULTANTS may from time to time disclose to each other certain information, which may be oral, written, and/or in an electronic format; which may comprise technology, processes, methodology, data, knowledge, concepts, ideas, graphics and illustrations, programs, projects, events, proposals and business plans, strategies and tactics, financial information, corporate direction and product/service definitions, the identity of clients, partners, suppliers and related information, or other information of a confidential, proprietary, or especially important and competitive nature; and to which the Disclosing Party wishes to restrict access (collectively, "Confidential Information"). The purpose of this Agreement is to ensure that each party can disclose its Confidential Information to the other without jeopardizing the confidentiality of that Confidential Information.
DW MENTOR-CONSULTANTS and DW CLIENTS wish to enter into a mutually-beneficial relationship. Towards that end, DW MENTOR-CONSULTANTS and DW CLIENTS may from time to time disclose to each other certain information, which may be oral, written, and/or in an electronic format; which may comprise technology, processes, methodology, data, knowledge, concepts, ideas, graphics and illustrations, programs, projects, events, proposals and business plans, strategies and tactics, financial information, corporate direction and product/service definitions, the identity of clients, partners, suppliers and related information, or other information of a confidential, proprietary, or especially important and competitive nature; and to which the Disclosing Party wishes to restrict access (collectively, "Confidential Information"). The purpose of this Agreement is to ensure that each party can disclose its Confidential Information to the other without jeopardizing the confidentiality of that Confidential Information.
2. Protection and Use of Confidential Information
Each party agrees to hold and use the Confidential Information of the other party in confidence. In particular, each party shall not disclose Confidential Information of the other nor any information about this Agreement or the business purposes underlying it to any third party without the prior written approval of the other party.
Neither party shall use the Confidential Information of the other except in connection with the discussions and investigations and shall not use it for its own benefit or for the benefit of any third party without the prior consent and participation of the Disclosing Party. Neither party, by any way or any means, shall sell, copy, reproduce, embed, post, forward; distribute, publish or disseminate by oral, written or electronic means this Confidential information in part or its entirety, or excerpt any portion of the Confidential Information of the other without the express written prior permission of the other party. The degree of care exercised by the Receiving Party in protecting the security and confidentiality of the Confidential Information of the Disclosing Party shall not be less than the degree of care exercised by the Receiving Party with respect to the security and confidentiality of its own proprietary and highly confidential information which it does not wish to have published or disseminated in any form or by any means. The parties' obligation to hold Confidential Information in confidence shall be for a period of five (5) years following the disclosure of information.
3. Return of Confidential Information
Promptly upon the conclusion of the relevant project, work, or discussion, or at such earlier time as the Disclosing Party may direct, the Receiving Party shall return to the Disclosing Party all Confidential Information which it received, including any copies that may have been made of such Confidential Information. Alternatively, the Receiving Party may destroy and delete from its computer memory, computer storage media and onsite, offsite, emails and Internet backups of all originals and copies of such Confidential Information and certify to the Disclosing Party that it effected such destruction and deletion.
4. Enforcement
The parties recognize that unauthorized use or disclosure of Confidential Information may give rise to irreparable injury, inadequately compensable in damages, and that each party shall be entitled to seek injunctive relief against the breach or threatened breach of any of the other party's obligations hereunder, in addition to any other legal remedies which may be available to the aggrieved party.
5. Governing Law and Jurisdiction
This Agreement shall be governed by the laws of Ontario, CANADA. Jurisdiction and venue for any claim or action brought by any party to this Agreement shall be federal or provincial court located in Ontario, CANADA
DEFINITIONS
“DW MENTOR-CONSULTANTS” are individuals who are in good standing with DW AND have met DW’S application requirements AND has agreed to mentor and/or consult with DW CLIENTS as a DW MENTOR-CONSULTANT.
“DW CLIENTS” are individuals who are receiving mentoring and project consulting services through DW and/or a DW MENTOR-CONSULTANT.
“CONFIDENTIAL INFORMATION” shall mean all information disclosed or made available to one party by the other except that Confidential Information shall not include information that:
a) was previously known to the party receiving it; or
b) is or becomes publicly available through no fault of the Receiving Party; or
c) is rightfully disclosed to the Receiving Party by a third party without restriction of
d) is developed by the Receiving Party independent of this Agreement and without reference to
e) is revealed by the Receiving Party pursuant to a validly issued court order, subpoena, or other confidentiality; or any Confidential Information provided to the Receiving Party by the Disclosing Party; or legal process, provided, however, that promptly upon receiving such order, subpoena, or process, the Receiving Party shall notify the Disclosing Party to aid in allowing the Disclosing Party to seek a protective order covering the subpoenaed material, and shall reveal only so much of the Confidential Information as the Receiving Party is advised by counsel it is legally obligated to reveal.Confidential Information is and shall remain the sole property of the Disclosing Party. The Receiving Party shall gain no interest or rights in or to Confidential Information by virtue of its being disclosed to the Receiving Party for the limited purposes contemplated above.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date set forth below:
DW MENTORS AND DW CLIENTS
AND DEVELOPMENTWISDOM iNC. (DEVWISDOM)
47 Thornbury Crescent Ottawa, Ontario K2G 6C5 CANADA
JANUARY 12, 2015
Randy Fisher, Director
DevelopmentWisdom Inc.
www.developmentwisdom.org