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CONFIDENTIALITY, NON-COMPETITION
AND NON-DISCLOSURE AGREEMENT

THIS AGREEMENT made between 2764362 ONTARIO INC., (hereinafter referred to as “Business Vision Center” or “Company”) OF THE FIRST PART and Website User (hereinafter referred to collectively as the “Recipient”) OF THE SECOND PART WHEREAS the Company is developing, creating, testing, implementing and delivering the Company’s business (the “Business”) of preparing, training, coaching and assisting the applicants (clients) and their businesses to be accepted into the business organizations designated by the Immigration, Refugees and Citizenship Canada (IRCC) namely business incubators, angel investor groups and venture capital funds AND WHEREAS the Company is further developing, creating, testing, implementing and delivering a business format to be used by a third party where it can use the Business as part of their existing business;

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AND WHEREAS the Company is the owners or bearers of certain systems, services, techniques and processes, customer and supplier databases, operational and other information (including, but not limited to, market research and business plan) pertaining to the Business (the “Confidential Information”);

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AND WHEREAS the Company is willing to disclose to the Recipient the Confidential Information for the sole purpose of enabling the Recipient to understand the products and processes of the Company for the purpose of consultation and involvement such as employment or investment between the parties (hereinafter referred to as the “Purpose”); AND WHEREAS the Company would be irreparably damaged by direct or indirect competition by the Recipient or the unauthorized dissemination or use of the Confidential

Information by the Recipient;

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NOW THEREFORE in consideration of the payment of $2.00 each to the other, and the premises and the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually admitted, the parties hereto agree as follows:

 

Confidentiality and Non-Disclosure

  1. The expression “Confidential Information” as used in this Agreement may include all systems, services, techniques and processes, customer and supplier databases, operational and other information concerning the Company, its personnel, its assets, its business concept, its business model and its operation, Database, Website, Business, and all documentation and any copies thereof relating to the Confidential Information, whether in oral, written, graphic or machine-readable form. 

  2. The Recipient acknowledges that the Confidential Information is confidential and a valuable asset of the Company and is and at all times shall remain the exclusive property of the Company or the principals thereof. All applicable rights, copyrights, trade-marks and trade secrets in the Confidential Information are and will remain the exclusive property of the Company or the principals thereof.

  3. The Recipient shall not directly or indirectly provide any other party access to the Confidential Information except as required by its employment with the Company, applicable law, regulation or legal process. Without limiting the generality of the foregoing “providing access” includes disclosure, sale, copying, dissemination, publishing, broadcasting or reproduction by any means whatsoever.

  4. The Recipient shall use the Confidential Information only for the above-mentioned Purpose. Forthwith upon receipt of written request from the Company, the Recipient shall forthwith return to the President or such other officer of the Company as the notice shall designate all Confidential Information in or subject to its control.

  5. The Recipient shall limit the disclosure of the Confidential Information to its authorized personnel including employees, officer, directors, affiliate or representatives [including without limitation financial advisors, lawyers and accountants or agent] on a “need-to-know” basis.

  6. The Recipient agrees that if it violates any of the terms outlined above, the Company, in addition to any other rights that it may have, shall be entitled to an injunction to prevent the Recipient from continuing with such violation. Each party constituting the Recipient shall be jointly and severally liable to the Company for violations of the terms hereof by any of them.

  7. All parties hereto agree not to disclose the existence of this Agreement. 

  8. The Recipient’s obligations of confidentiality under this Agreement shall survive indefinitely, whether or not the Recipient ultimately pursues the Purpose further with the Company.

 

Non-Competition & Non-Solicitation

  1. The Recipient covenants that during his employment, relationship/involvement with or engagement by the Company and for a period of five (5) years after the termination/expiration of its relationship/involvement with or engagement by the Company for any reason whatsoever, the Recipient shall not, for himself or through, on behalf of, or in conjunction with any individual or entity, directly or indirectly:

  1. divert or attempt to divert any business, licensee, customer or supplier or prospective licensee, customer or supplier of the Company or the customers of any of its licensees, by direct or indirect inducement or otherwise, or do or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Company’s Business, trademarks and other intellectual property; or

  2. solicit, engage, employ or contract with or seek to solicit, engage, employ or contract with any person who then is or was during the preceding 12-month period, a licensee, employee or independent contractor of either Company or any of its licensees. Furthermore, the Recipient may not directly or indirectly induce or seek to induce such person to leave his or her employment, involvement with or engagement by Company, or undertake any activities or obligations, which are in breach of an agreement that person may have with Company.

  1. The Recipient covenants that during its employment, relationship/involvement with or engagement by Company and/or such entities and for a period of five (5) years after the termination of its relationship/involvement with or engagement by Company and/or such entities for any reason whatsoever, the Recipient shall not, for himself, or through, on behalf of or in conjunction with any individual or entity, and whether as principal, agent, mandatory, shareholder, guarantor, director, employee, consultant, or in any manner whatsoever, directly or indirectly, carry on, be engaged in, concerned with or interested in or advise in the operation of any business similar to the Business as the first paragraph of this agreement indicates.

  2. The Recipient covenants that during its employment, involvement with or engagement by Company and/or such entities and for a period of five (5) years after the termination of its involvement with or engagement by Company and/or such entities for any reason whatsoever, the Recipient shall not, directly or indirectly, contact, solicit, receive business from or provide services that are similar to the Business, to any individual or entity which is or was during the preceding twenty four (24) months, a licensee or customer of Company and/or such entities, or customer of any of its licensees or which was a prospective customer of Company and/or such entities whose business has been actively solicited by Company and/or such entities within the preceding twelve (12) month period.

  3. The Recipient hereby acknowledges that:

(i) Company has a legitimate interest in protecting its (and its licensees) ability to continue to develop and promote the Business free of interference, whether direct or indirect; (ii) its legal counsel has specifically directed its attention to, and has reviewed with it, the provisions of this Agreement, and it fully  understands the covenants it has entered into pursuant hereto and the restrictive effect and binding nature of these covenants upon it; (iii) it has considered each of the geographic regions encompassed by such restrictive covenants, the time period during which such restrictive covenants are to remain in effect and the scope of activities restrained and agrees that each of the restrictive covenants contained in this Agreement are both necessary and reasonable for the protection of the legitimate interests of Company (and its licensees) and they reflect its desire and intent that such provisions be upheld in their entirety and that Company and the its successors and assigns, including successors and assigns by virtue of any corporate reorganization or amalgamation, shall have the full benefit of the restrictive covenants set out in this Agreement.

 

REMEDIES

13. If the Recipient breaches any of the provisions of this Agreement, it shall be obliged to render an account to Company of all revenues derived from such breach and shall remit to Company all such revenues, compensation, commissions, remuneration and any other benefits whatsoever which the Recipient may have derived from such breach. 14. In addition to the remedy provided for in clause 13 hereof, Company shall be entitled to claim from the Recipient all of its legal costs and expenses including reasonable legal fees and court costs incurred by Company to remedy the breach.

  1. The Recipient expressly acknowledges that Company will suffer immediate and irreparable harm as a result of any violation, breach or threatened breach of this Agreement, or any part hereof, by the Recipient. As such, and in addition to those remedies provided for hereinabove, which, Company shall be entitled to apply to any court of competent jurisdiction for the issuance of a temporary, provisional or interlocutory injunction, restraining and enjoining such breach or violation by the Recipient and/or any person, partnership, corporation or other entity which may be acting in consort with the Recipient or to whom the Confidential Information may have been disclosed.

  2. This Agreement shall be governed and construed in accordance with the laws of Ontario, Canada applicable therein. 

  3. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and the parties hereto agree that there are not and have not been made any statements, representations, warranties, undertakings or agreements between the parties hereto with respect to the subject matter of this Agreement other than as contained herein.

  4. The parties hereto agree that the terms set forth herein are reasonable in the circumstances and further agree that if any provision set forth above is determined to be illegal or unenforceable in any jurisdiction such provision shall be severable from this Agreement only to the extent of such illegality or un-enforceability in such jurisdiction without affecting the remaining provisions hereof.

  5. This Agreement and the rights and obligations hereunder shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, administrators, successors and assigns (as the case may be).

  6. This Agreement shall not be modified or altered in any manner other than in writing signed by both parties.

  7. The Recipient shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to more fully give effect to the provisions hereof and shall provide such further documents or instruments as may be reasonably required by the Company as necessary or desirable the purpose of this Agreement and carry out its provisions.

 

By continuing to use the services of this site, I fully accept these conditions and agree to this agreement

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