This Agreement effective this shall govern the disclosure of information between
EQUINE CONNECTION – THE ACADEMY OF EQUINE ASSISTED LEARNING INC.,
A corporation duly incorporated pursuant to the laws of the Province of Alberta, Canada (“the Disclosing Party”)
Business Name and Address (If applicable):
(collectively, the “Parties”).
In connection with the Disclosing Party’s provision of a course and/or any related printed materials, virtual or digital information/material or oral information entitled The Certified Equine Assisted Learning Course (and all additions, business materials, or any materials provided during the course.) to the Receiving Party (the “Project”), the Disclosing Party intends to disclose proprietary confidential information and trade secrets to the Receiving Party for certain limited purposes. THIS ALSO INCLUDES ONLINE or VIRTUAL TRAINING. VIRTUAL TRAINING CAN NOT BE RECORDED AND SHALL ONLY BE VIEWED BY THE REGISTERED PARTY.
This Agreement is intended to govern the conditions attached to that disclosure.
The Receiving Party agrees and acknowledges that all Confidential Information is and shall remain the property or commercial interest of the Disclosing Party and the Receiving Party agrees to hold the Confidential Information in trust for the benefit of the Disclosing Party.
The Receiving Party agrees to take all reasonable measures to maintain the confidentiality of the Confidential Information including: (a) limiting the disclosure of the Confidential Information to any third parties or employees on a need-to-know basis and ensuring that such third parties and employees undertake in writing to abide by the terms of this Agreement; (b) keeping the Confidential Information secured when not in use; (c) ensuring that the Confidential Information is not copied, altered or reproduced without the prior written consent of the Disclosing Party; and (d) restraining related persons or members of the Receiving Party from any disclosure or use of the Confidential Information other than those permitted under the terms of this Agreement.
The obligations of confidence shall survive the termination of the Parties’ relationship and this Agreement and the Receiving Party agrees not to disclose or use the Confidential Information, save for the permitted uses, in perpetuity.
Within five business days of a request made by the Disclosing Party, the Receiving Party shall return all copies of the Confidential Information and shall confirm in writing that it has destroyed any documentation and other materials the Receiving Party may have created incorporating any of the Confidential Information.
The Receiving Party shall indemnify the Disclosing Party in respect of any third party claim arising from or in connection with any breach of the Receiving Party’s obligations under this Agreement.
Nothing in this Agreement shall be construed to constitute the grant of a license, copyright or any other right to the Receiving Party with respect to the Confidential Information, unless specifically stated otherwise.
Receiving Party covenants and agrees that for the duration of this Agreement and for a period of 24 months after this Agreement comes to an end for any reason, Receiving Party shall not directly or indirectly solicit, approach or accept any approach from any of the Disclosing Party’s existing or past employees, or existing or past customers or clients with whom Receiving Party has or had business dealings or rendered services to, or any Prospective Customers or Clients whom Receiving Party knows or ought to know Disclosing Party has been soliciting for business as a Customer or Client, within the 12 months prior to the date of the termination of this Agreement.
Receiving Party further agrees not to interfere, in any way, with the Disclosing Party’s relationships with its clients and customers, employees or suppliers.
Receiving Party agrees that this non-solicitation obligation shall survive this agreement and the termination of this Agreement.
Receiving Party acknowledges that as a result of Receiving Party’s position of trust with the Disclosing Party and Receiving Party’s access to Confidential Information during the course of this Agreement, Receiving Party will learn Confidential Information which would be of value to the Disclosing Party’s competitors. Therefore, Receiving Party covenants and agrees that for the duration of this Agreement and for a period of 24 months after this Agreement comes to an end for any reason, not to compete directly or indirectly with the Disclosing Party or to facilitate such competition by entering into any relationship with any competitor of the Disclosing Party in the Province of Alberta.
Receiving Party agrees that this non-competition obligation shall survive this Agreement and the termination of the Project.
In the event that Disclosing Party has prima facie proof of the breach of the confidentiality provisions of this Agreement, then Receiving Party agrees that Disclosing Party shall be entitled to pre-assessed damages of $20,000.00, for each instance of such breach, or, in the alternative, such larger amount of damages as Disclosing Party is able to prove, at its sole election.
If any term of this agreement is held to be invalid or unenforceable, whether as a matter of law or public policy, including on the basis that a term is considered to be ambiguous or overly broad in scope, the Parties agree that all other terms shall nonetheless remain in full force and effect without regard to the invalid or unenforceable term(s). In this regard, the Parties acknowledge that the covenants contained in this agreement are necessary for the adequate protection of the Disclosing Party’s legitimate business interests and an inherent part of the consideration for the agreement. Accordingly, the Parties agree that a court or other trier-of-fact shall have the power to alter the terms of the covenants herein so as to render them capable of enforcement.
This Agreement shall be interpreted exclusively in accordance with, and governed by the laws of the Province of Alberta and the laws of Canada applicable therein. The Receiving Party hereby irrevocably attorns to the jurisdiction of the courts of the judicial district of Calgary in the Province of Alberta, Canada.
This Agreement represents the entire agreement between the Parties and may not be amended except in writing signed by both Parties. The obligations contained herein shall be binding on the Parties successors and assigns.
Business Name and Address (If applicable):
Termination of this Agreement shall not affect those provisions which by their nature are intended to survive such termination, including but not limited to any Confidentiality, Non-Competition and Non-Solicitation provisions contained in this Agreement.
IN WITNESS WHEREOF the parties have executed this agreement as of the
– THE ACADEMY OF EQUINE ASSISTED LEARNING INC.
Per: KARI FULMEK
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Document Name: Confidentiality Agreement
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