MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Confidentiality Agreement (the "Agreement") is effective;
BON INK CREATIONS (the "Disclosing Party"), a business exiting under the laws of Canada of Ontario, with it's head office located at:
1-175 Second Avenue East P1B 1L3
North Bay, Ontario, Canada.
Please use your birth name. All information is confidential.
(the "Receiving Party")
WHEREAS, in order to pursue the mutual business purpose of a possible transaction between
Disclosing Party and Receiving Party and/or their affiliates (the "Transaction"), both Disclosing Party and Receiving Party recognize that there is a need to disclose to one another certain information in respect of itself and/or its affiliates.
WHEREAS, all such information delivered by or on behalf of one part and/or its affiliates (the "Disclosing Party") to the other party (the "Receiving Party")
and/or its Representatives (as defined below), whether furnished before or after the date of this Agreement and regardless of the manner in which it is furnished, together with all analyses, compilations, studies or other documents or records prepared by the Receiving Part and/or its Representatives to the extent such analyses, compilations, studies, documents or records contain, otherwise reflect, or are generated from such information, is referred to herein as Evaluation Material".
NOW, THEREFORE, in consideration of the opportunity to consider such Evaluation Material, both parties hereby agree as follows:
NON-DISCLOSURE OF EVALUATION MATERIAL
e Evaluation Material will be used by the Receiving party solely or the purpose of evaluating the Transaction, Such Evaluation Material will be kept strictly confidential by the Receiving Party, except that the Evaluation Material or any portion there of may be disclosed to affiliates, directors, officers, employees, advisers, attorneys, agents, controlling persons, potential bidding partners, and financing sources or other representatives (each, a "Representative", and collectively, the "Representatives") of the Receiving Party who need to know such information for the purpose of evaluating the transaction and who agree to treat the evaluation material in accordance with the terms of this agreement.
The term "Evaluation Material" does not include information which:
a. Is or becomes generally available to the public other than as a result of breach of the terms of this Agreement by the Receiving Party and/or any of its Representatives.
b. Is or has been independently acquired or developed by the Receiving Party and/or any of its Representatives without violating any of the terms of this Agreement.
c. Was within the Receiving Party and/or any of its Representatives' possession prior to it bring furnished to the Receiving Part and/or any of its Representatives by or on behalf of the Disclosing Party Pursuant to the terms hereof; or
d. Is received from a source other than the Disclosing Party and/or any of its Representatives; provided that, in the case of (c) and (d) above. the source of such information was not known by the Receiving Party to be bound by a confidentiality obligation to the Disclosing Party or any other party with respect to such information.
DISCLOSURE UNDER COURT ORDER OR SUBPOENA
In the event that the Receiving Party or any of its Representatives receives a request to disclose all or any part
of the Evaluation Material under the terms of a subpoena or order issued by a court of competent jurisdiction or under civil investigative demand or similar process, (i) the Receiving Party agrees to promptly notify the Disclosing Party of the existence, terms and circumstances surrounding such a request and (ii) if the Receiving Party or its applicable Representative is in the opinion of its counsel compelled to disclose all or a portion of the Evaluation Material, the Receiving Party or its applicable Representative may disclose that Evaluation Material that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to that Evaluation Material that is being so disclosed.
CONFIDENTIALITY OF THE TERMS OF THIS AGREEMENT
otherwise required by law, or unless otherwise provided in a final definitive agreement regarding the Transaction when, as and if executed, both parties and their respective Representatives will not, without the prior written consent of the other party, disclose to any person(other than Representatives of the parties hereto who need to know such information in accordance with the terms of this agreement) and of the terms or conditions of the Transaction.
OWNERSHIP OF RIGHTS TO EVALUATION MATERIAL
Nothing in this Agreement shall divest the Disclosing Party of any of its right, title or interest in and to any Evaluation Material. Within 14 days after being so requested by the Disclosing Party, the Receiving Party and its Representatives shall destroy or return all Evaluation Material furnished to the Receiving Party and/or any of its Representatives by the Disclosing Party. Except to the extent a party is advised by counsel that such destruction is prohibited by law, the Receiving Party and its Representatives will also destroy all written material memoranda, notes, copies, excerpts and other writings or recordings whatsoever reflecting any Evaluation Material. At the request of the Disclosing Party made at the time of its request for the destruction of Evaluation Material, and destruction of materials shall be certified to the Disclosing Party in writing by an authorized officer of the Receiving Party supervising such destruction.
The Receiving Party acknowledges and agrees that neither the Disclosing Party nor any of its Representatives are making any representations or warranty as to the accuracy or completeness of any of the information furnished hereunder to the Receiving Party or any of its Representatives and each of the Receiving Party and the Disclosing Party further acknowledges and agrees that no party has any obligation to the other party or any of its Representatives to authorize or pursue with the other party the Transaction. Each of the Receiving party and the Disclosing Party may at any time terminate any discussions or negotiations regarding the Transaction that may be taking place and only those terms and conditions
of the Transaction, if any, which are made in a final definitive agreement, when, as and if executed, will have any legal effect.
6. INJUNCTIVE RELIEF
Both parties agree that money damages may not be a sufficient remedy for any breach of the terms of this Agreement by the Receiving Party or any of its Representatives, and that, in the addition to all other remedies at law or in equity to which the Disclosing Party may be entitled, the disclosing Party may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach.
7. NON-PARTICIPATION IN SECURITIES OF INVOLVED COMPANIES
Both parties acknowledge that they are aware, and will advise each of their respective Representatives who is informed as to the matters which are the subject of this agreement, that the WIPO and local/regional security laws prohibit persons who are in possession of material
, non-public information concerning a company, which may include the matters which are the subject of this Agreement, from purchasing or selling securities of such company and from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase and sell such securities, and each party agrees to comply fully with such laws.
8. PROTECTION WITHIN ATTORNEY-CLIENT PRIVILEGE
To the extent that any Evaluation Material may include materials subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigation, each party hereto understand and agrees that both parties hereto and their respective Representatives have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of both parties hereto that the sharing of such Evaluation Material is not intended to, shall not, waive or diminish in any way the confidentiality of such Evaluation Material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege
shall remain entitled to such protection under those privileges, this Agreement, and under the joint defense doctrine.
9. NON-RESTRICTION OF INDEPENDENT WORK
The terms of this Agreement shall not be construed to limit either the Disclosing Party's or the Receiving Party's, or any of their Representatives' right to independently develop or acquire products without use of the other party's Evaluation Material. Further, the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Disclosing Party's Evaluation Material, provided that the Receiving Party shall not disclose the Evaluation Material except as expressly permitted pursuant to the terms of this Agreement. The term "residual" means information in intangible form, which is retained in the memory by person who have had access to the Evaluation Material, including ideas, concepts, know-how or techniques contained therein. Neither the Receiving Party nor any of its Representatives shall have any oblication to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals. However, this paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents.
10. NO LICENSE GRANTED
Both parties recognize and agree that, on and after the date hereof, neither party will have the right to use the other p
arty's service marks, trademarks, trade name, license, procedures, processes, labels, trade secrets or customer lists without explicit written consent.
11. NON-ASSIGNMENT OF RIGHTS
Neither party hereto shall assign in whole or in part it's rights or obligations under this Agreement without the express written consent of the other party. This Agreement shall be binding upon and shall inure to the benefit of each of the party's successors and permitted assigns.
If it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and provisions hereof shall be unimpaired and shall in full force and effect and (ii) the invalid or unenforceable provision or terms shall be replaced by a term or privision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.
13. PRIOR UNDERSTANDING
This Agreement embodies the entire agreement and understanding of the parties hereto and suerpseses any and all prior agreements, arrangements, and understanding relating to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party.
For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties herto. Each counterpart shall be, and shall be deemed to be, an original instrument, and all such counterparts taken together shall constitute one and the same agreement.
The term of this agreement is for perpetuity or when either party deems it necessary to end the agreement. Termination of this agreement must be sent in written form by either part or their representatives, and will take no less then 14 days to become in effect.
16. GOVERNING LAW
The validity and interpretation of this Agreement shall be governed by, and construed and enforced with, the laws of the Canada, and the United States of America.
The below section acts as a digital signature, by putting your name in you state that the information given is valid and you are in full agreement to this contract.
/Jonathon Stuart Bon
/Bon Ink Creations
This name must match identical to the one given above.
© All Rights Reserved 2013 “Bon Ink Creations”
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