This Mutual Non-Disclosure Agreement (the “Agreement”), is entered into as of the date indicated below (the “Effective Date”) between Ontario Business Sales (“Company”), and the entity identified above (The Receiving Party), who wish to explore a business (The Disclosing Party) opportunity of mutual interest (the “Purpose”). Collectively, the above-named persons or entities shall be known as the “Parties". The parties agree to enter into a confidential relationship concerning the disclosure of certain proprietary and confidential information ("Confidential Information"). The parties agree as follows:
- The Agreement: Our agreement with the Seller requires that we obtain a Non-Disclosure and evidence of financial ability before disclosing the name and location of his/her business. This information will be kept confidential.
- Genuine Interest. The Potential Buyer is genuinely interested in purchasing the Business/Property from the Landlord.
- Permitted Use. The Potential Buyer will use the confidential information solely for purposes of evaluating the Business/Property.
- Confidential Information. The Potential Buyer acknowledges that all information and materials furnished from the Landlord or Agent concerning the Property is confidential and may not be used for any purpose other than the Potential Buyer’s evaluation for a possible purchase. Access to any information furnished by the Agent or Landlord will be limited to attorneys, accountants, financial representatives, and business advisors
- directly involved with the Property
- Nondisclosure. The Seller, Potential Buyer and Ontario Business Sales all agree not to disclose to any other person or business entity the fact that any discussion or negotiations are taking place with respect to the Property, including any business located therein, or the actual or potential terms, conditions or facts involved in any such discussions or negotiations.
- Confidential Information: For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide writing indicating that such oral communication constitutes Confidential Information. Any information provided on any business is sensitive and confidential, and that its disclosure to others may be damaging to the businesses and their owners
- Exclusions from Confidential Information: Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.
- Obligations of Receiving Party – Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venture or employee of the other party for any purpose. The responsibility of the Receiving party includes but is not limited to:
·Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party
·Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign non-disclosure restrictions at least as protective as those in this Agreement
·Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party's benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information
·Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests, it in writing
- Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing signed by both parties.
- Remedies: Both parties to this Agreement acknowledge and agree that the Confidential Information hereunder this Agreement is of a unique and valuable nature, and that the unauthorized distribution and broadcasting of the Confidential Information could have the potential to destroy and, at the very least, diminish the value of such information. The damages that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney’s fees which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorney’s fees and expenses incurred.
- Time Period: The non-disclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first
- Binding Effect: This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and shall survive the closing of any Agreement between Potential Buyer and Seller/Landlord for a period of 1Year from the date of said closing or if the information becomes publicly available, whichever occurs first. The word “Closing” shall include notification of non-interest on the part of Potential Buyer as well any successful transaction between Potential Buyer and Landlord.