Adaobi Silva

NON-DISCLOSURE AGREEMENT THIS NON-DISCLOSURE AGREEMENT (the “Agreement”) made this ………………. day of ……………………., …………….. by and between: 1) ……………………………………………………..of…………………………………………… …………………………………………………….. (the “Disclosing Party”) which expression shall where the context so permits include the successors in title and assigns) of the one part And 2) ……………………………………………………..of…………………………………………… …………………………………………………. (the “Receiving Party”) which expression shall where the context so permits include the successors in title and assigns) of the second part. The parties may be referred to in the singular as a "party" or in the plural as "the parties" to this Agreement. The Receiving Party hereto desires to participate in discussions regarding the creation of character image (the “Purpose”). During these discussions, Disclosing Party may share certain proprietary and confidential information with the Receiving Party. In consideration of the mutual promises and covenants contained herein, the parties hereby agree as follows: 1. CONFIDENTIAL INFORMATION 1.1 For purposes of this Agreement, “Disclosing Party” means a party, including its Representatives have disclosed the Confidential Information, and “Receiving Party” means the party, including its Representatives have received the Confidential Information. 1.2 “Confidential Information” means non-public information that a party designates as being proprietary or confidential or which by its nature or the circumstances surrounding its disclosure reasonably ought to be treated as confidential. Confidential Information includes, without limitation and in whatever format, whether unmodified or modified by Receiving Party or its Representatives, whenever and however disclosed, including, but not limited to; plans for product or services, any invention, designs, documentation, specifications, file layouts, prototypes and evaluation copies of any of the foregoing and any other information that should reasonably be recognized as confidential information of the Disclosing Party. 1.3 Confidential Information shall not include any information that: (a) is known by the Receiving Party free of any obligation to keep it confidential; (b) is at the time of disclosure, or thereafter becomes, publicly available through no wrongful act of the Receiving Party; (c) is independently developed by the Receiving Party without relying on or referring to the Confidential Information of the Disclosing Party; or (d) is approved for release by prior written authorization of the Disclosing Party. 2. DISCLOSURE AND USE 2.1 The Receiving Party and its Representatives may disclose the Confidential Information only to those of their agents or consultants with a need-to-know to accomplish the Purpose. The Receiving Party shall advise such persons of their obligations under this Agreement with respect to Confidential Information, and ensure that they are bound by non-disclosure obligations no less stringent than those imposed in this Agreement. The Receiving Party shall be liable to the Disclosing Party for any improper disclosure or use of Confidential Information made by such persons and its Representatives to the same extent as if the Receiving Party itself had made such improper disclosure or use. 2.2 The Receiving Party shall: (a) use all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own Confidential Information; (b) at all times, including after termination of this Agreement, not disclose any Confidential Information of the Disclosing Party to any third party unless: (i) the Receiving Party has obtained written permission from the Disclosing Party; and (ii) the third party has signed a non-disclosure agreement containing terms that are no less stringent than those imposed in this Agreement; (c) use the Confidential Information only as needed for the Purpose; (d) not disclose, reproduce or use Confidential Information except as expressly permitted by this Agreement; and (e) not disassemble, de-compile, reverse engineer or otherwise attempt to recreate the Confidential Information without the Disclosing Party’s consent in writing, nor assist or allow a third party to do any of the foregoing. 3. PROPRIETARY RIGHTS & DISCLAIMER 3.1 Nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information. The Disclosing Party owns and retains sole and exclusive right, title and interest to the Confidential Information it discloses, and any product developed thereof. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement by it, its Representatives, or agents or consultants, and shall cooperate in every reasonable way to help the Disclosing Party re-gain possession of its Confidential Information and prevent further unauthorized disclosure or use thereof. 3.2 All Confidential Information is provided “AS IS” and without warranty, whether expressed or implied, as to its accuracy or completeness. 4. DOCUMENT REQUESTS IN LEGAL PROCEEDINGS If a Receiving Party is requested or required, pursuant to a legal or administrative process, to disclose any Confidential Information supplied by the Disclosing Party, the Receiving Party will, to the extent permitted by law, use all reasonable efforts to promptly notify the Disclosing Party so that the Disclosing Party may seek any appropriate protective order and/or other available remedies to prevent or limit disclosure. If in the absence of a protective order or receipt of a waiver hereunder, and in the judgment of its counsel the Receiving Party is compelled to disclose Disclosing Party’s Confidential Information, the Receiving Party shall use all reasonable efforts, to the extent allowed by law, to inform the Disclosing Party as far as practicable in advance of such disclosure. 5. REMEDIES The parties agree that the breach of any term, covenant or provision of this Agreement may cause irreparable harm to the other party and, accordingly, upon the breach by a party of any term or provision of this Agreement, the other party shall be entitled to seek injunctive relief in addition to any other remedy available at law or in equity. If either party employs attorneys to enforce any rights arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorney fees in addition to any other costs and damages to which it may be entitled. 6. TERM 6.1 This Agreement shall be effective when signed by both parties and continue for a period of five (5) years unless terminated earlier in writing by either party. The parties agree that all obligations herein with respect to Confidential Information of the other party received pursuant to this Agreement shall survive and continue, indefinitely, after any expiration or termination of this Agreement. 6.2 Upon the Disclosing Party’s request, or upon expiration or termination of this Agreement, the Receiving Party will promptly return or destroy all originals, copies and summaries of the Confidential Information. If requested by the Disclosing Party, the Receiving Party shall certify in writing that all such Confidential Information has been returned or destroyed. 7. MISCELLANEOUS 7.1 No obligation to proceed: Nothing herein shall obligate any party to proceed with any transaction or disclose any Confidential Information, and each party reserves the right to terminate the discussions contemplated by this Agreement at any time. 7.2 No assignment: The Agreement may not be assigned by a party to any third party unless the other party agrees to such assignment in writing. The Agreement shall benefit and be binding upon the parties hereto and their successors. 7.3 Entire agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and shall not be altered, modified or amended except in writing executed by both parties. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. 7.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. 7.5 Dispute Resolution: The Parties shall endeavor any dispute, conflict, differences, claims and controversies that may arise out of or in connection with the performance of the services or the interpretation of the Agreement, shall be resolved amicably by the parties. If no resolution is reached within thirty (30) days of commencement of mediation and negotiations, then upon notice by either party to the other, the dispute, claim or controversy shall be finally settled with reference to clause 7.6. 7.6 Governing law/legal venue: This Agreement shall be governed by the laws of (Ontario) and the laws of Canada and the stipulations set forth herein to be construed in accordance with same. Any and all disputes arising out of the rights and obligations in this Agreement shall be submitted to ordinary court proceedings, and the parties accept the Canadian courts as their exclusive legal venue under this Agreement. 7.7 Counterparts: This Agreement may be executed in multiple counterparts (e.g. by fax or scanned PDF, TIF or other electronic format), each of which shall be deemed an original and all of which taken together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above: Name: ……………………………………………. (Authorized representative) Sign: …………………………… Name: ……………………………………… (Authorized representative) Sign: ……………………….