NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is made and entered into as of the Effective Date (as defined below) by and between:
Webware.ai Inc., a company incorporated and existing under the laws of Canada, with its principal place of business at Toronto, Ontario ("Disclosing Party"), and
[Recipient Name], a company/individual with a principal place of business at [Recipient Address] ("Receiving Party").
1. Purpose
The Disclosing Party and the Receiving Party wish to explore a potential business relationship or collaboration (the "Purpose"). In connection with this, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.
2. Definition of Confidential Information
"Confidential Information" means any non-public, proprietary, or sensitive information disclosed by the Disclosing Party, whether in written, electronic, verbal, or other forms, including but not limited to:
- Business strategies, plans, and financial information
- Customer lists and data
- Marketing strategies
- Software, source code, and technical information
- Trade secrets, inventions, and intellectual property
- Any other information marked or reasonably considered as confidential
3. Obligations of the Receiving Party
The Receiving Party agrees to:
(a) Keep the Confidential Information strictly confidential and not disclose it to any third party without prior written consent from the Disclosing Party.
(b) Use the Confidential Information only for the Purpose stated in this Agreement.
(c) Take reasonable measures to protect the Confidential Information from unauthorized access, disclosure, or misuse.
(d) Restrict access to the Confidential Information to employees, agents, or contractors who need to know the information for the Purpose and who are bound by confidentiality obligations.
4. Exclusions
Confidential Information does not include information that:
(a) Is or becomes publicly available without breach of this Agreement.
(b) Is lawfully received from a third party without a confidentiality obligation.
(c) Is independently developed by the Receiving Party without reference to the Confidential Information.
(d) Is required to be disclosed by law, court order, or regulatory authority, provided that the Receiving Party gives prompt notice to the Disclosing Party.
5. Term and Termination
This Agreement shall remain in effect for [e.g., two (2) years] from the Effective Date. The confidentiality obligations shall survive termination for a period of [e.g., three (3) years] after termination or expiration.
6. No License or Ownership Rights
This Agreement does not grant the Receiving Party any ownership rights, licenses, or rights to the Confidential Information or any intellectual property of the Disclosing Party.
7. No Obligation to Enter Into Agreement
This Agreement does not obligate either party to enter into a business relationship or any further agreements.
8. Return or Destruction of Confidential Information
Upon termination of this Agreement or upon the Disclosing Party's request, the Receiving Party shall immediately return or destroy all Confidential Information, including all copies, notes, or documents containing such information.
9. No Warranty
All Confidential Information is provided "as is" without any warranties, express or implied.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles.
11. Remedies
The Disclosing Party shall be entitled to seek injunctive relief and other equitable remedies in the event of a breach of this Agreement.
12. Entire Agreement & Amendments
This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions. Any modifications must be in writing and signed by both parties.
13. Electronic Signature
This Agreement may be executed electronically, and electronic signatures shall have the same legal effect as handwritten signatures.
