confidence for the Owner and shall have a fiduciary obligation to use its best efforts to
protect the Confidential Information from any harm, exploitation, manipulation,
modification, interference, misappropriation, copying or disclosure whatsoever, except as
specifically authorized by the Owner in writing.
3. Confidentiality: Recipient agrees to receive in confidence the Confidential Information
disclosed by Owner and not to use such Confidential Information for his own benefit nor
disseminate or disclose said Confidential Information to others with whom recipient does not
hold in their employ, consider to be their director(s), and/or company officer(s), or who
recipient considers to be a third party that is necessary to accomplish the purpose stated
herein - at such instance, recipient agrees to take measures to ensure the confidentiality of
such “third parties” as same may relate to the purpose herein and/or the confidentiality of
4. The confidentially obligations set out above shall not apply to information which:
(a) at the time of disclosure, is within the public domain, or which, after disclosure,
becomes readily and lawfully available to the industry or the
public, other than by breach of the Agreement;
(b) was independently developed by the Recipient, other than by a breach of this
(c) the Recipient is by law compelled to disclose, provided that the Recipient has
forthwith notified the Owner in writing of any such compelled disclosure.
5. Neither this Agreement nor the disclosure of any information to the recipient shall be
construed as granting to the Recipient any rights in, to or in respect of the Confidential
Information of the Owner. Upon written request of the Owner, Recipient shall immediately
return or destroy the Confidential Information supplied by the Owner.
6. The provisions hereof are necessary to protect the trade, commercial and financial interests of
the parties. The parties acknowledge and agree that any breach whatsoever of the covenants,
provisions and restrictions herein contained by either party shall cause, and shall be deemed
to be, a breach of that party’s fiduciary obligations to the other party, which may cause
damage and injury to the non-breaching party, which cannot be fully or adequately
compensated by monetary damages. The parties accordingly agree that, in addition to
claiming damages, either party not in breach of this Agreement may seek interim and
permanent equitable relief, including without limitation interim, interlocutory and permanent
injunctive relief, in the event of any breach of this Agreement. All such rights and remedies
shall be cumulative and in addition to any and all other rights and remedies whatsoever to
which either party may be entitled.
7. This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes and overrides any prior or other agreements,
representations, warranties, understanding and explanations between the parties with respect
to the subject matter of this Agreement.
Limitation on Use. Recipient agrees not to manufacture, sell, deal in, or otherwise use or
appropriate the disclosed information or product/invention in anyway whatsoever, including
but not limited to imitation or replica of product/invention, unless received written permission
by the Owner. Nothing contained in this Agreement shall be deemed to give Recipient any
rights whatsoever in and to the Confidential Information.