Vous êtes sur la page 1sur 4

ENVIRONMENTAL & RESOURCE BASED SMALL & MEDIUM SIZED ENTERPRISE (SME) SPECIALISTS

CONFIDENTIALITY NON DISCLOSURE AGREEMENT

THIS AGREEMENT is effective as of the date of execution.

THIS AGREEMENT is made between

EquityMaxx Corporation acting as Intermediary Broker for and on behalf of


represented client specified herein as

______________________________________________ (severally and jointly hereinafter the


“Recipient”)

And

<Company>., (hereinafter the “Corporation”).

WHEREAS:

A. The Corporation performs <Primary Business> services specializing in,


among other things, <Industry Type> Management and doing business
across Ontario, Canada, (hereinafter the “Business”);

B. The Corporation is in possession of confidential information relating to the


Business; and

C. The Corporation wishes to disclose such confidential information to the


Recipient in the context of a potential acquisition of the Corporation or its
assets by a client represented through the Intermediary (Broker) Services
of <MY:Company> (the “Potential Transaction”).

NOW THEREFORE, in consideration of the mutual promises contained herein, the


parties agree as follows:

1. “Confidential Information” means regardless of its form or medium and


whether or not it is identified as “confidential” any information regarding
the Corporation and the Business disclosed prior or after the date hereof,
however disclosed or obtained (orally, in writing, electronically or
otherwise) and of whatever kind (financial, products, technologies,
processes, clients, affairs or other). Confidential Information also includes
any prior discussions between the parties, this Agreement, as well as all
future discussions, management presentations, negotiations, agreements,
the fact that the parties are holding discussions or negotiations involving a
possible transaction and the status thereof. Notwithstanding the
foregoing, Confidential Information subject to this Agreement shall not
include information which:
a) Has become generally available to the public through no fault of or
action of the Recipient;

b) Is rightfully available to the Recipient on a non-confidential basis prior


to its disclosure hereunder to the Recipient; and

BUSINESS DEVELOPMENT | ACQUISITION ADVISORY | PROJECT MANAGEMENT | COMMERCIAL BROKER


EQUITYMAXX CORPORATION | 32 CLARKE CRESCENT, PORT SYDNEY, ONTARIO, CANADA. POB1L0

TEL: 416-970-MAXX (6299) | FAX: 705-385-9548 | EMAIL: info@equitymaxx.com

P/1/4
ENVIRONMENTAL & RESOURCE BASED SMALL & MEDIUM SIZED ENTERPRISE (SME) SPECIALISTS

c) Becomes rightfully available to the Recipient on a non-confidential basis


from any third party, the disclosure of which does not violate any
contractual or legal obligation such third party has prohibiting the
transmission of such information;

2. The Recipient shall maintain the Confidential Information in confidence and


shall not disclose the Confidential Information to anyone except to its
directors, officers, employees, consultants, legal counsel, financial
advisors, and representatives who need to know such information in
connection with the Recipient’s evaluation of thePotential Transaction. The
Recipient shall require any such person to comply with the provisions of
this Agreement and shall be responsible for any breach of this Agreement
by any of them.

3. The Recipient shall return the original and any copies of Confidential
Information it has received from the Corporation promptly upon the written
request by the Corporation, and will provide the Corporation with written
assurance that all notes, memoranda or other memorialisation based, in
whole or in part, or containing any Confidential Information, have been
completely destroyed.

4. The Recipient shall use the Confidential Information only for the purpose of
considering the Potential Transaction. The Recipient shall not make any
other use, in whole or in part, of the Confidential Information without the
prior written consent of the Corporation.

5. The Corporation does not makes any representation, warranty or guarantee


of any kind, whether express, legal or implied, as to the accuracy or
completeness of any Confidential Information except as might be provided
in any definitive agreement, if any, related to the Proposed Transaction.
The Recipient agrees that the Corporation shall not be liable for any error
therein or omission there from nor shall they be liable to the Recipient (or
any person to whom the Recipient provides any such Confidential
Information), for any consequences resulting from the use thereof the
Recipient uses the Confidential Information at its own risk.

6. The Recipient agrees that nothing in this Agreement shall be construed as


granting or conferring any rights of license or otherwise in any Confidential
Information. Furthermore, no contract or agreement providing for an
investment in the Corporation shall be deemed to exist between the
Recipient and the Corporation.

7. All communications relating to the Confidential Information shall be


directed by the Corporation to Mr. James Hutcheson of <MY:Company> and
to any other representative of the Recipient designated by Mr. Hutcheson.
Without the prior written consent of the Corporation, excepting Ted
Hutcheson or his <MY:Company> designated representative, no contact
shall be made by the Recipient or any of its directors, officers, employees,
consultants, legal counsel, financial advisors, and representatives with any
director, officer, employee, client and supplier of the Corporation directly or
indirectly in relation to the Potential Transaction.

BUSINESS DEVELOPMENT | ACQUISITION ADVISORY | PROJECT MANAGEMENT | COMMERCIAL BROKER


EQUITYMAXX CORPORATION | 32 CLARKE CRESCENT, PORT SYDNEY, ONTARIO, CANADA. POB1L0

TEL: 416-970-MAXX (6299) | FAX: 705-385-9548 | EMAIL: info@equitymaxx.com

P/2/4
ENVIRONMENTAL & RESOURCE BASED SMALL & MEDIUM SIZED ENTERPRISE (SME) SPECIALISTS

8. The Recipient may not solicit for employment, for a period of two years
from the date of this Agreement, any of the Corporation’s employees
provided that nothing contained herein shall prevent the Recipient from
employing any person who responds to a general media advertisement or
non-directed search inquiry, or who makes an unsolicited contact for
employment.

9. In the event that the Recipient is required by applicable law or regulation


or legal or similar process to disclose any Confidential Information, it is
agreed that the recipient may make such disclosure provided that prior to
doing so it provides the Corporation with (i) prompt notice of such
requirement (ii) a written opinion of counsel to the Recipient indicating that
the disclosure is required to be made by it pursuant to applicable law or
regulation or legal or similar process and (iii) an opportunity for the
Corporation to seek a protective order, should the Corporation provide the
Recipient with notice of its intention to seek such an Order, within the time
period under which the Recipient has by legal process been required to
disclose the Confidential Information.

10.If the Recipient is compelled to disclose the Confidential Information it will


give written notice to the Corporation of all information disclosed upon
disclosure to the Court, tribunal or other person or body it is required to
disclose to and utilize its best efforts to gain assurances that confidential
treatment will be accorded to such information.

11.The obligations under this agreement shall survive for two years from date
hereof.

12.The Recipient hereby agrees to indemnify the Corporation and its


shareholders from liability arising from any unauthorized use or disclosure
by the Recipient of the Confidential Information.

13.In addition to the foregoing general rules and covenants with respect to the
"Confidential Information" we recognize that the "Confidential Information"
includes Personal Information (as such term as is defined in the Personal
Information Protection and Electronics Documents Act) and further agree
that in connection with such personal Information the following additional
rules will apply:

14.The Recipient agrees that it will not, without the prior written consent of
the Corporation, disclose or make available any Personal Information or any
portion thereof to any other person or entity except for its designated
officers, directors, employees and agents who have a need to access the
personal Information in connection with the use thereof for the Permitted
Purposes. No director, officer, employee or agent shall be designated by the
Recipient to access the Personal Information unless such person agrees to
hold the Personal Information confidential and limit the use of such
Personal Information to the uses permitted hereby pursuant to and in
accordance with a written covenant at least as restrictive as the covenant
given by the Recipient contained in this agreement.

BUSINESS DEVELOPMENT | ACQUISITION ADVISORY | PROJECT MANAGEMENT | COMMERCIAL BROKER


EQUITYMAXX CORPORATION | 32 CLARKE CRESCENT, PORT SYDNEY, ONTARIO, CANADA. POB1L0

TEL: 416-970-MAXX (6299) | FAX: 705-385-9548 | EMAIL: info@equitymaxx.com

P/3/4
ENVIRONMENTAL & RESOURCE BASED SMALL & MEDIUM SIZED ENTERPRISE (SME) SPECIALISTS

15.The Recipient agrees that the Personal Information so disclosed shall be


used only for the permitted purpose and the Corporation shall not sell,
transfer or disclose the Personal Information to any other party or to use
the Personal Information for any other purpose other than the Permitted
Purpose. At the end of this agreement or at any time if so directed in
writing by the Corporation, the Recipient shall destroy or return all
Personal Information which has been provided, and shall require all persons
permitted to have access to the Personal Information pursuant to the terms
of this agreement to do the same.

16.This Agreement sets forth the entire agreement and understanding


between the Corporation and the Recipient and supersedes and merges all
prior oral and written understandings, representations and discussions
between the Corporation and the Recipient respecting this subject matter.

17.No press release or announcement concerning the Potential Transaction or


this Agreement will be issued by either party to this Agreement unless
disclosure is required by law.

18. This Agreement will be binding upon and will inure to the benefit of the
parties and their respective successors and permitted assigns.

19.In the event that any provision herein is found to be illegal or


unenforceable, such provision shall be severed or modified to the extent
necessary to make it enforceable, and as so severed or modified, the
remainder of this Agreement shall remain in full force and effect.

20.Time is of the essence of this Agreement and every part hereof.

21.This Agreement may be executed in counterparts, by way of facsimile


transmission, each of which shall be an original and both of which when
taken together being considered one and the same instrument.

22.The laws of the province of Ontario shall govern this Agreement.

Each of the parties to this Agreement has caused this Agreement, to be signed in
its name and on its behalf by its duly authorized representative as of the effective
date of this Agreement.

EquityMaxx Corporation.
Per: ____________________________ Date: <Edit Date>
<MY:Contact>, <MY:Title>

<Company>
Per: ____________________________ Date: ___________
<Contact>, <Title>

…the key to better results…..on your side and by your side only when you need

it most!

BUSINESS DEVELOPMENT | ACQUISITION ADVISORY | PROJECT MANAGEMENT | COMMERCIAL BROKER


EQUITYMAXX CORPORATION | 32 CLARKE CRESCENT, PORT SYDNEY, ONTARIO, CANADA. POB1L0

TEL: 416-970-MAXX (6299) | FAX: 705-385-9548 | EMAIL: info@equitymaxx.com

P/4/4