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MUTUAL NON-DISCLOSURE AGREEMENTBetween:
The Green Organic Dutchman Holdings Ltd.
Address: 6205 Airport Road, Suite 301, Building A, Mississauga, Ontario L4V 1E3
[Counterparty Legal Name]
THIS MUTUAL NON-DISCLOSURE AGREEMENT (“Agreement”) is entered into as of [date] (“Effective Date”).
1. Purpose. The Parties wish to explore a business opportunity concerning [describe nature of discussions] (“Business Purpose”) and in connection with this opportunity, each party may disclose to the other certain confidential technical and business information which the disclosing party desires the receiving party to treat as confidential.
2. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly (including information which may have been disclosed prior to the Effective Date), in writing, orally or by inspection of tangible objects (including without limitation documents, prototypes, samples, software, and source code), which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Notwithstanding the foregoing, the failure to make such designation in writing does not exclude the Confidential Information from being considered as “confidential” or “proprietary” if such information would be considered to be “confidential” or “proprietary” by a reasonable person given the nature of the information and the circumstances surrounding such disclosure. Confidential Information may also include information disclosed to a receiving party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no fault of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (vi) is required by law to be disclosed by the receiving party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure, including the nature and extent of the disclosure and the provision of applicable law pursuant to which the disclosure is required, if permitted by law, and assistance in obtaining an order protecting the information from public disclosure.
3. Non-use and Non-disclosure. Each party agrees not to use or benefit from or seek to benefit from any Confidential Information of the other party for any purpose except to evaluate and engage in discussions concerning the Business Purpose. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party's employees, except to those employees of the receiving party who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. Neither party shall reverse engineer, disassemble, decompile or reduce to a human perceivable form any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder.
4. Maintenance of Confidentiality. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information and shall ensure that its employees who have access to Confidential Information of the other party are aware of and understand the restrictions on the use and disclosure of the Confidential Information and are obligated by way of their employment to protect the confidentiality of such Confidential Information, prior to any disclosure of Confidential Information to such employees. Neither party shall make any copies of the Confidential Information of the other party unless the same are previously approved in writing by the other party. Each party shall reproduce the other party's proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original.
5. No Obligation. Nothing herein shall obligate either party to proceed with any transaction between them, and each party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the Business Purpose.
6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". EACH PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
7. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by either party to the other party, and all copies thereof which are in the possession of the other party, shall be and remain the property of the disclosing party and, along with written certification attesting thereto, shall be promptly returned to the disclosing party or destroyed upon the disclosing party's written request.
8. Securities Matters. The parties hereby acknowledge that they are aware (and that their respective representatives who are apprised of this Agreement have been, or upon becoming so apprised will be, advised) of the restrictions imposed by securities and other applicable laws relating to the possession and use of material information concerning the disclosing party which has not been publicly disclosed, and which the receiving party may have access to as part of the Confidential Information.
9. No License. Nothing in this Agreement is intended to grant any rights to either party under any patent, copyright, or any other intellectual property right of the other party, nor shall this Agreement grant any party any rights in or to the Confidential Information of the other party except as expressly set forth herein.
10. Term and Survival. This Agreement shall have a term of two (2) years commencing on the Effective Date, until terminated earlier by either party by written notice. The obligations of each receiving party hereunder shall survive for a period of two (2) years from the date of expiration or termination of this Agreement, except for a receiving party’s obligations with respect to any trade secrets of the disclosing party, which shall survive expiration or termination of this Agreement and continue indefinitely.
11. Remedies. Each party agrees that any violation or threatened violation of this Agreement may cause irreparable injury to the other party, entitling the other party to seek injunctive relief in addition to all legal remedies.
12. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties hereto and their successors and assigns. This Agreement shall be solely and exclusively governed by the laws of the Province of Ontario, and the laws of Canada applicable therein. Venue for any dispute arising under or from this Agreement shall lie solely and exclusively in Province of Ontario and the parties consent to personal jurisdiction in any of the courts located in Province of Ontario. This document contains the entire agreement between the parties with respect to the subject matter hereof, and neither party shall have any obligation, express or implied by law, with respect to trade secret or proprietary information of the other party except as set forth herein. Any failure to enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties hereto. This Agreement may be executed in counterparts, including counterparts by facsimile or electronically scanned signatures which shall have the same force and effect as original signatures, and such counterparts when assembled shall form one and the same document.
The Green Organic Dutchman Holdings Ltd.
[Counterparty Full Legal Name]
Signature: __________________________Download NDA in Word format