This Agreement made as of August 25, 2010 by and between:
Elluminate, Inc.
Suite 200, 403 – 33rd Street NE
Calgary, Alberta
T2A 1X5
- and -
Company Name (entered above)
Company Address (entered above)
Company Address (entered above)
Zip Code (entered above)
Whereas the parties wish to explore entering into a business relationship of a mutually beneficial nature (the "Permitted Purpose"), which, will require confidential disclosure of certain information between the parties.
IT IS AGREED
1. In this Agreement the following words and phrases have the following meanings:
(a) “Disclosing Party” means the party or parties disclosing Confidential Information.
(b) “Recipient” mean the party or parties receiving such Confidential Information.
(c) "Confidential Information" means any propriety, confidential and/or trade secret information of Disclosing Party, among other things, its products, services, processes, technology, technical information, computer programs, algorithms, designs, research, methodologies, specifications, operating methods, know-how, business or marketing plans, financial information (including information on share structures and valuations), presentations, reports, executive summaries, patent information, developments, inventions, intellectual property, strategies, forecasts, focus group results and observations or business relationships and client information. Confidential Information may be disclosed either in documentary form (including without limitation traditional tangible media such as written documents, drawings, etc. and intangible media such as diskettes and other magnetic or electronic data), or orally or visually or in other non-documentary form (including without limitation presentations, displays or inspections of writing, designs, drawings, programs, or prototypes). Tangible objects, materials or media in which Confidential Information is embodied are referred to in this Agreement as “Confidential Materials”. Confidential Information will not include information that the Recipient can establish:
(i) was already known to the Recipient at the date of disclosure, without an obligation of confidentiality;
(ii) is or becomes generally available in the public domain or literature through no fault of the Recipient (but only after it so becomes generally available);
(iii) is or becomes available on a non-confidential basis from an independent third party, who to the Recipient’s knowledge, was not under a duty of confidence to the Disclosing Party (but only after it becomes available);
(d) "Permitted Parties" means:
(i) those of Recipient's employees (the "Permitted Parties");
(A) who are directly involved in the Recipient's use of the Disclosing Party's Confidential Information;
(B) who have been advised of the Recipient's obligations of confidence in respect of the Disclosing Party's Confidential Information; and
(C) who have agreed to honor personally those obligations of confidence.
(ii) the Recipient's professional advisors who have by their profession a duty of confidence, or who agree in writing to hold the Confidential Information in confidence.
(e) "Public Domain" means readily accessible to the public in written publications.
2. To undertake these discussions, it is understood that certain Confidential Information will be exchanged, and both parties have agreed to enter into this Agreement to protect that Confidential Information from disclosure or misuse.
3. Upon receiving Confidential Information from the Disclosing Party the Recipient shall:
(a) limit its use of the Disclosing Party's Confidential Information to the Permitted Purpose;
(b) permit the Disclosing Party's Confidential Information to be viewed and used only by Permitted Parties;
(c) take reasonable measures to keep the Disclosing Party's Confidential Information in the strictest confidence and not disclose it to others (except to Permitted Parties);