This Unilateral Non-Disclosure Agreement (NDA) is designed for use in situations where one party needs to share confidential or proprietary information with another party in Canada, while maintaining strict control over that information's use and dissemination. The agreement is commonly used in business negotiations, potential partnerships, vendor relationships, or employment contexts where sensitive information needs to be shared. It complies with Canadian federal and provincial legislation, including privacy laws, intellectual property protection, and common law principles. The document includes specific provisions for defining confidential information, establishing clear obligations for information protection, and outlining remedies available under Canadian law in case of breach. This type of agreement is particularly important in protecting trade secrets, business strategies, customer information, and other proprietary data that gives the disclosing party a competitive advantage.
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1. Parties: Identification of the Disclosing Party and Receiving Party, including full legal names and addresses
2. Background: Context of the disclosure relationship and purpose of the agreement
3. Definitions: Definition of Confidential Information, Authorized Purpose, Authorized Representatives, and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes Confidential Information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations of the Receiving Party
6. Permitted Uses: Specific permitted uses of the Confidential Information and the Authorized Purpose
7. Security Measures: Required security measures for protecting Confidential Information
8. Return or Destruction: Requirements for returning or destroying Confidential Information
9. Term and Survival: Duration of the agreement and surviving obligations
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard boilerplate provisions including governing law, notices, and entire agreement
1. Data Privacy Compliance: Additional provisions when Confidential Information includes personal data subject to privacy laws
2. Export Control: Required when Confidential Information may be subject to export control regulations
3. Residual Rights: Optional clause addressing use of residual knowledge
4. Non-Solicitation: Additional protection against soliciting employees or customers
5. Publicity: Restrictions on public announcements about the relationship
6. Insurance Requirements: Required when dealing with highly sensitive information requiring specific insurance coverage
7. Audit Rights: Optional right to audit compliance with confidentiality obligations
1. Schedule A - Specific Confidential Information: Detailed list or categories of Confidential Information covered
2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle Confidential Information
3. Schedule C - Security Protocols: Specific security measures and protocols required
4. Schedule D - Return/Destruction Certificate: Form of certificate confirming return or destruction of Confidential Information
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Authorized Purpose
Authorized Representatives
Affiliate
Business Day
Confidential Materials
Derivative Works
Disclosing Party's Representatives
Effective Date
Excluded Information
Intellectual Property Rights
Notice
Person
Personal Information
Trade Secrets
Representatives
Security Breach
Term
Third Party
Permitted Use
Proprietary Information
Residual Information
Disclosing Party
Receiving Party
Authorized Purpose
Authorized Representatives
Affiliate
Business Day
Confidential Materials
Derivative Works
Disclosing Party's Representatives
Effective Date
Excluded Information
Intellectual Property Rights
Notice
Person
Personal Information
Trade Secrets
Representatives
Security Breach
Term
Third Party
Permitted Use
Proprietary Information
Residual Information
Clauses
Confidentiality
Non-Disclosure
Information Security
Return of Information
Permitted Use
Term and Termination
Survival
Remedies
Indemnification
Governing Law
Dispute Resolution
Notice
Assignment
Severability
Entire Agreement
Amendment
Third Party Rights
Force Majeure
Waiver
Representation and Warranties
Data Protection
Intellectual Property
Breach Notification
Jurisdiction
Non-Disclosure
Information Security
Return of Information
Permitted Use
Term and Termination
Survival
Remedies
Indemnification
Governing Law
Dispute Resolution
Notice
Assignment
Severability
Entire Agreement
Amendment
Third Party Rights
Force Majeure
Waiver
Representation and Warranties
Data Protection
Intellectual Property
Breach Notification
Jurisdiction
Relevant Industries
Technology
Healthcare
Financial Services
Manufacturing
Professional Services
Research & Development
Biotechnology
Real Estate
Energy
Telecommunications
Entertainment & Media
Retail
Education
Construction
Mining & Resources
Relevant Teams
Legal
Human Resources
Research and Development
Information Technology
Business Development
Procurement
Executive Leadership
Corporate Development
Information Security
Operations
Compliance
Finance
Intellectual Property
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Human Resources Director
Procurement Manager
Research Director
Project Manager
Investment Analyst
Corporate Development Officer
Information Security Officer
Chief Technology Officer
Intellectual Property Manager
Compliance Officer
Operations Manager
Contract Administrator
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