Confidential Information and Mutual Non-Disclosure

1. Confidential Information. “Confidential Information” of a Party means all information of a Party or its licensors, suppliers or affiliates that is not generally known to the public that is disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or that is otherwise learned by or comes into the possession or knowledge of the Receiving Party in connection with, or as a result of a Transaction, and that has been identified as being proprietary or confidential or that by the nature of the circumstances surrounding the disclosure or receipt, or by the nature of the information itself, would be treated as proprietary and confidential by a reasonable person.

2. Use and Disclosure of Confidential Information by Receiving Party Personnel.
(a) The Receiving Party will not use Confidential Information of the Disclosing Party for any purpose other than (i) evaluating, implementing or providing services associated with the specific Transaction for which such information was disclosed, (ii) as otherwise approved in writing by the Disclosing Party, or (iii) as otherwise permitted by an Agreement executed between the Parties.

(b) The Receiving Party will restrict access to: (i) Confidential Information to those employees, associates, affiliates, agents, advisors, consultants and other representatives of Receiving Party (“Personnel”) who have a need to know for the purposes of the Transaction; and (ii) only the Confidential Information such Personnel need for such purpose and under obligations of confidentiality no less stringent than those contained in this Agreement. The Receiving Party will be liable for any failure by its Personnel to comply with these terms.

3. Exceptions. The provisions of Section 2 will not apply to any information that:
(a) The Receiving Party can establish, by documentary evidence, it was independently developed, publicly known or already known by the Receiving Party at the time of initial disclosure by the Disclosing Party;

(b) Is approved for release by written authorization of the Disclosing Party.

4. Legal Obligation to Disclose. Unless otherwise prohibited by law, if the Receiving Party becomes legally obligated to disclose Confidential Information, the Receiving Party will give the Disclosing Party prompt written notice sufficient to allow the Disclosing Party to seek a protective order or other appropriate remedy, and will reasonably cooperate with the Disclosing Party’s efforts to obtain such protective order or other remedy at the Disclosing Party’s expense, and in the event the Receiving Party is unable to do so, the Receiving Party will (so long as not prohibited by law from doing so) advise the Disclosing Party immediately subsequent to such disclosure. The Receiving Party will disclose only such information as is required, in the opinion of its counsel, and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.

5. Storage of Confidential Information. Receiving Party will keep Disclosing Party’s Confidential Information so that: (i) Confidential Information is not commingled with third party data or disclosed in conjunction with any disclosure of third-party data; and (ii) Receiving Party can readily locate and/or return Confidential Information.

6. Ownership of Confidential Information. All Confidential Information will remain the exclusive property of the Disclosing Party, and the Receiving Party will have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein or in any Agreement executed between the Parties.

7. Return and/or Destruction of Confidential Information. Upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy, and verify in writing its destruction of, all material, in any form, embodying Confidential Information of the Disclosing Party. In carrying out any destruction, the Receiving Party will protect Confidential Information in accordance with these terms.

8. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties relating to the matters to which it pertains and may be amended or modified only with the mutual written consent of the Parties.

9. Scope; Termination. Either party may terminate this Agreement by providing written notice to the other. Notwithstanding the termination of this Agreement, (i) the obligations set out herein will continue to apply with respect to Confidential Information disclosed prior to receipt of such written notice for as long as the exceptions in Section 3 do not apply to such information.; and (ii) this Agreement will continue to apply to any agreement that incorporates this Agreement by reference in accordance with the terms of therein.

10. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of Client and Contractor irrevocably submits to the non-exclusive jurisdiction of the courts of Ontario for the purpose of any suit, action or other proceeding arising out of this Agreement or the subject matter hereof brought by either Party or their successors or assigns.

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