This Simple Non-Disclosure Agreement is designed for use in Canadian business contexts where parties need to share confidential information while ensuring legal protection. It's particularly suitable for initial business discussions, potential partnerships, employee-employer relationships, or vendor engagements where standard confidentiality protection is required. The document complies with Canadian federal and provincial laws regarding privacy, trade secrets, and contractual obligations. While comprehensive in covering essential confidentiality provisions, it maintains simplicity and clarity for straightforward business use, making it accessible for both small and large organizations. This template is structured to be adaptable across various industries while maintaining enforceability under Canadian jurisdiction.
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1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses
2. Background: Brief context explaining why the parties are entering into the NDA and the general purpose of the information sharing
3. Definitions: Key terms used in the agreement, particularly the definition of 'Confidential Information' and related terms
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Use: Specific purposes for which the confidential information may be used by the receiving party
6. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
8. Remedies: Available remedies in case of breach, including injunctive relief
9. General Provisions: Standard clauses including governing law, entire agreement, and amendments
1. Permitted Disclosures: Specific circumstances under which confidential information may be disclosed to third parties, such as to employees or professional advisors
2. Security Measures: Specific security protocols required for protecting confidential information, recommended for technology or highly sensitive information
3. Non-Solicitation: Prohibition on soliciting employees or customers, added when there's significant business relationship exposure
4. Publicity: Restrictions on public announcements about the business relationship
5. Survival: Specific provisions that continue after termination, useful for complex relationships
6. Export Control: Added when dealing with technical data subject to export control regulations
1. Schedule A - Confidential Information: Specific list or categories of confidential information covered by the agreement
2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule C - Security Protocols: Detailed security measures and procedures, if required for highly sensitive information
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