This Confidentiality Nondisclosure Agreement (the "Agreement") is entered into by and between you & your Company Name ("Disclosing Party") and Customized Business Essentials, ("Receiving Party") for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").

Both Contracting Parties agree to enter into a mutual confidential business relationship.

Preamble

Upcoming discussions, investigations, negotiations and potential commercial activities may lead to confidential information being exchanged between the Contracting Parties, for which reason this Agreement serves to protect confidential information and the discrete and upright treatment thereof. The sense and purpose of divulging confidential information pursuant to this Agreement is to become clear in respect of a commercial, legal and technical sound collaboration. All information must be treated confidentially and privately at all times.

Purpose of the Agreement

Within the scope of the exchange of information and a future collaboration the aforementioned Parties undertake to maintain confidentiality and secrecy in accordance with this Agreement.

The purpose of the disclosure hereunder shall be for the parties to discuss the Disclosing Party’s potential use of Receiving Party’s products and/or services. The Disclosing Party will be providing confidential company information to the Receiving Party so the Receiving Party can provide the appropriate documentation, information and/or services. The documentation, information and/or services provided by the Receiving Party is to be kept with the same binding confidentiality and nondisclosure as well and is not to be made public, given to a third party, or copied for the purpose of disclosing to another party and/or person. It is for the sole benefit of the Disclosing Party. The parties agree to use the Confidential Information only for such purpose and only in accordance with the terms of this Agreement.

In order to achieve this purpose, each party may acquire valuable trade secrets and/or confidential and proprietary information of the other party or its affiliates. In consideration of the foregoing and of the mutual promises and covenants contained in this Agreement and the disclosure of Confidential Information to each other, the parties to this Agreement it is hereby agreed that:

The Receiving Party possesses certain proprietary or confidential information, technical knowledge, data and/or know-how (“Confidential Information”).
This Agreement is binding on the parties, their successors and assigns. No modification of this Agreement shall be effective unless in writing and signed by both Contracting Parties hereto.
This Agreement shall be governed, construed, and enforced in accordance with the laws of the country of Canada, without regard to principles of conflicts of law.
As used herein, Confidential Information regardless of the party disclosing or receiving the information, "Confidential Information" or "Proprietary Information" is all confidential information or proprietary information identified in verbal, written or electronic format by either party to this Agreement with a competitive advantage, including any materials, documents, notes, memoranda, trade secrets, computer software, designs, schematics, data and know-how, copyrightable materials, inventions, marketing plans, strategies, business, financial and product development plans, timetables, forecasts, customer lists and other tangible items containing, consisting of or relating to the Confidential Information as related to the products and services (current and prospective) of each of the parties. No copies of any Confidential Information may be made except to implement the purposes of this Agreement.
Both Contracting Parties agree to hold in confidence and trust and to maintain as confidential all Confidential Information by the other party. Neither party shall use or disclose, directly or indirectly, the Confidential Information, nor any information derived therefrom, to any third party and/or person.
All Confidential Information is provided by each party and accepted by the other party "AS IS", and nothing contained herein, nor any information or material furnished relating to such Confidential Information, shall constitute any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademark, patents, copyrights, any right of privacy, or any right of third party.
Except for actions arising out of or related to either party's breach of the obligations herein, in no event shall either party be liable to the other in connection with said Confidential Information including, without limitation, any direct, indirect, incidental, special or consequential damages, including loss of revenue or profits.
The provisions in this Agreement shall not apply to any information which was in the public domain prior to the time of this Agreement.
The Receiving Party may make disclosures required by court order, civil investigative demand, or other legal process provided that the Receiving Party uses its best efforts to limit such disclosure and to obtain confidential treatment or a protective order for the Confidential Information and has given the disclosing party reasonable notice and opportunity to participate in the proceeding.
The Parties undertake to treat confidential information with the care required, to use this only for the purpose set out in this Agreement, to reproduce this only insofar as compatible with this purpose and to treat any copies (produced for the sole purpose of the Disclosing Party) made thereof confidentially.
Both Contracting Parties shall make Confidential Information available only to persons entrusted within the scope of this project, particularly employees or assistants etc., insofar as required in accordance with the purpose of this Agreement.
Both Contract Parties will maintain in confidence and will not disclose, disseminate or use any Confidential Information, whether or not in verbal, written or electronic format. The Parties also commit to inform all personnel entrusted with the information of this Agreement accordingly. Both Contract Parties agree that they shall treat all Confidential Information with at least the same degree of care as its own Confidential Information. Both Contract Parties agree that they shall disclose Confidential Information only to its employees who need to know such information, and certifies that such employees have previously signed a copy of this Agreement. Please forward a copy of the Agreement with all entrusted personnel to Customized Business Essentials for verification and their records. These persons are also to be made aware of particular confidentiality, how to deal with information discretely and potential consequences. Customized Business Essentials will require a list of all personnel that will be entrusted with the Confidential Information and provided with appropriate email addresses, job positions, signing authorities and any other necessary information to complete the project appropriately.
Neither of the Parties shall exploit the Confidential Information of the respective other Party or otherwise use such for personal financial gain. There is consensus that neither Party acquires the property or other rights of use of Confidential Information of the other Party on the basis of this Agreement or on the basis of other conclusive actions.
The Parties shall be comprehensively liable towards the Contracting Party for all damages arising in the event of the culpable infringement of one of the above agreements.
The Receiving Party will be providing a customized road map that will include customized templates, documentation, information, and/or services for the sole benefit of the Disclosing Party’s company.

Confidential Information

Confidential Information is to be stored securely by the Parties. They must not be passed on to third parties for inspection either free of charge or in return for payment.

The Parties undertake to keep secret, treat confidentially and not disclose or pass on to third parties all information received from the other Party. This includes also findings and materials developed or delivered (Confidential Information) by the other Party as well as any information that happens to be in the sphere of control and organization of the other Party. Affiliates of the Parties also constitute third parties. This shall be the case regardless of the medium in which the information is contained and comprises all information, whether verbal, written or electronic.

Validity, Term and Written form

This Agreement shall enter into force upon final signature by both Parties. Once this process has been completed, the work between the two parties will commence.
This Agreement on maintaining confidentiality with regard to information and the resultant obligations of secrecy shall be effective for the entire duration of the purpose of the Agreement and for the duration of five [5] years following termination of this purpose.
This Agreement shall take precedence over all arrangements made previously - regardless of whether the Parties came to an understanding on this in writing or verbally.
This Agreement may only be modified or supplemented in part or in whole in writing. No verbal side agreements have been made. This shall also apply to the amendment of the requirement for written form.

Maintenance of Confidentiality

Both Contract Parties shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.

Survival

This Agreement shall govern all communications between the parties. The Disclosing Party understands that its obligations to this Agreement shall survive the termination of any other relationship between the parties.

Relationships

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.

Severability

If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

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 a writing signed by both parties.

WHEREFORE, the parties acknowledge that they have read and understand this Agreement and voluntarily accept the duties and obligations set forth herein by the signing of this document.