Non Disclosure Agreement
This Non Disclosure Agreement will be considered effective as the recipient creates a user account on CrashBay.com.
CRASHBAY.COM INC., a corporation federally incorporated in Canada, having a mailing address at 420 Main Street East, Suite 547, Milton, Ontario, Canada, L9T 1P9 (the “Discloser”); and recipient.
In connection with potential evaluation and/or implementation of one or more business opportunities, the Discloser, directly or indirectly, may disclose or provide access to, or may have disclosed or provided access to, valuable proprietary and/or confidential information to the Recipient relating to one or more of the Discloser’s
actual and/or contemplated products, services, platforms, inventions, and/or businesses.
Accordingly, for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Recipient and the Discloser hereby agree as follows:
1. In this Agreement, “Confidential Information” means all information of the Discloser which is not generally known to the public that is disclosed by the Discloser to the Recipient, or that is otherwise learned by or comes into the possession or knowledge of the Recipient, in connection with or as a result of this Agreement.
Without limitation, the Confidential Information includes any financial information in any form or medium, all trade secrets and other confidential intellectual property including, without limitation, all inventions, discoveries, technical information, ideas, products, services, platforms, concepts, processes, know-how, designs, flowcharts,
marketing plans, business forecasts and models, service terms, contracts, copyrightable works, and any and all presentations, outlines, proposals, drafts, derivative works, and improvements thereof, whether or not patentable, copyrightable, otherwise protectable, or subject to other forms of protection.
2. The Recipient agrees that it shall not, without the prior written consent of the Discloser, make copies or divulge any of the Confidential Information, except to employees of the Recipient who have concluded with the Recipient an agreement to protect the Confidential Information in similar terms to this Agreement. The Recipient
further agrees that none of the Confidential Information shall be used by the Recipient for any commercial purpose, nor for any purpose other than as expressly contemplated herein, until such time as a further agreement with the Discloser is concluded to take the place of the present agreement.
3. The Recipient understands and acknowledges that the sole purpose of the Discloser disclosing the Confidential Information to the Recipient hereunder is to enable the Recipient to understand and/or evaluate the commercial, marketplace, investment, technical, functional, design and/or other aspects and/or qualities of the
Confidential Information with a view to entering into a mutually beneficial further agreement for the development, production, provision, supply, use, and/or commercial exploitation of the Confidential Information.
4. The Recipient understands and agrees that all Confidential Information under this Agreement shall be held in trust by the Recipient for the benefit of the Discloser, with the Recipient standing in a fiduciary relationship with the Discloser with respect to the Confidential Information, until such time as a further agreement is concluded
between the parties to take the place of this Agreement.
5. This Agreement does not apply to information and data which is now available to the Recipient from nonconfidential sources, nor to information and data not originating from or supplied by the Discloser, directly or indirectly and shown to be already in the possession of the Recipient at the date of signing this Agreement.