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Quantum Apps Non-Disclosure Agreement
This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is entered into this ___ day of _____, 20___, by and between:
Quantum Apps, a business operating through the website Quantumapps.ca, located in Ontario, Canada, hereinafter referred to as the "Disclosing Party",
AND
The Disclosing Party and the Receiving Party shall collectively be referred to as the "Parties."
WHEREAS, the Parties wish to engage in discussions wherein the Disclosing Party may share Confidential Information (as defined below) related to potential business endeavors;
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, it is hereby agreed as follows:
I.
Definition of Confidential Information
"Confidential Information" encompasses all information or material, whether written or oral, tangible or intangible, that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. This includes, but is not limited to:
a)
Business strategies, financial data, and performance metricsb)
Intellectual property, including patents, copyrights, trademarks, and trade secretsc)
Product designs, software code, algorithms, schematics, and processesd)
Customer and supplier lists, contracts, and business relationshipse)
Any other non-public information detrimental to the interests of the Disclosing Party if disclosedII.
Obligations
Protection and Use: The Receiving Party shall use the Confidential Information solely for proposed business dealings between the Parties and shall not use the information for any other purpose without written consent of the Disclosing Party.
Non-Disclosure: The Receiving Party agrees not to disclose, reproduce, distribute, or transmit the Confidential Information, directly or indirectly, to any third party without prior written consent of the Disclosing Party.
Safeguard: The Receiving Party shall take precautions, at least as great as those taken to protect its own confidential information, to prevent unauthorized disclosure or use of the Confidential Information.
III.
Exclusions
Confidential Information does not include information which:
a)
Was in the public domain prior to its disclosureb)
Enters the public domain through no fault of the Receiving Party subsequent to disclosurec)
Is independently developed by the Receiving Party without reference or access to the Confidential InformationIV.
Duration
This Agreement shall be effective for a period of five (5) years from the last date of disclosure of Confidential Information.
V.
Return or Destruction of Materials
Upon the Disclosing Party's request, or the termination of business dealings, the Receiving Party shall promptly return all Confidential Information or certify in writing that all such material has been destroyed, save for such materials which the Receiving Party is obligated by law to retain.
VI.
No License or Transfer of Rights
Nothing herein shall be construed as granting, either expressly or by implication, any license or transfer of rights in or to the Confidential Information, except as expressly stated.
VII.
Governing Law and Jurisdiction
This Agreement shall be governed by, construed, and enforced in accordance with the laws of Ontario, Canada. Any disputes arising hereunder shall be adjudicated in the courts of Ontario, Canada.
VIII.
Entire Agreement and Amendments
This Agreement constitutes the entire understanding between the Parties and supersedes any previous understandings, written or oral, relating to the subject matter. Any modification or amendment to this Agreement must be in writing and signed by both Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first mentioned above.
Quantum Apps
By: [Your Name], [Your Position], [Recipient's Name/Company Name]
By: [Recipient's Name], [Recipient's Position]
If applicable, please send the completed NDA to info@quantumapps.ca prior to your scheduled consultation.