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NON-DISCLOSURE AGREEMENT
ZEB Global Ventures Ltd possesses competitively valuable Confidential
Information (as hereinafter defined) regarding its current products,
future products, research and development, and general business
operations. Recipient may enter or has entered into a business
relationship with ZEB Global Ventures Ltd and in connection therewith
may need to review or use ZEB Global Ventures Ltd Confidential
Information and Materials or to create new Confidential Information and
Materials for ZEB Global Ventures Ltd. In consideration of the promises
and covenants contained in this Agreement and the disclosure of
Confidential Information and Materials from ZEB Global Ventures Ltd to
the Recipient, the parties hereto agree
as follows:
1. Confidential Information and Materials
(a) "Confidential Information" shall mean any non-public
information that ZEB Global Ventures Ltd specifically marks and
designates, either orally or in writing, as confidential or which,
under the circumstances surrounding the disclosure, ought to be treated
as confidential or which the Recipient creates or produces in the
course of performing services for ZEB Global Ventures Ltd "Confidential
Information" includes, but is not limited to, product schematics or
drawings, descriptive material, specifications, software (source code
or object code), sales and customer information, ZEB Global Ventures
Ltd business policies or practices, information received from others
that ZEB Global Ventures Ltd is obligated to treat as confidential, and
other materials and information of a confidential nature.
(b) "Confidential Information" shall not include any materials or
information which the Recipient shows:
(I) Is at the time of disclosure generally known by or available
to the public or became so known or available thereafter through no
fault of the Recipient; or
(II) Is legally known to the Recipient at the time of disclosure
by ZEB Global Ventures Ltd; or
(III) Is furnished by ZEB Global Ventures Ltd to third parties
without restriction; or
(IV)Is furnished to the Recipient by a third party who legally
obtained said information and the right to disclose it; or
(V) Is developed independently by the Recipient either before or
after the term of the Recipient’s engagement as a consultant or
independent contractor to ZEB Global Ventures Ltd where the
Recipient can document such independent development.
(c) "Confidential Materials" shall mean all tangible materials
containing Confidential Information, including without limitation
drawings, schematics, written or printed documents, computer disks,
tapes, and compact disks (CD), whether machine or user readable.
2. Restrictions
(a) Recipient shall not disclose any Confidential Information to
third parties without the prior written authorization of ZEB Global
Ventures Ltd. Notwithstanding the foregoing, Recipient shall not at any
time disclose to any third party any Confidential Information
comprising a trade secret of ZEB Global Ventures Ltd or any
Confidential Information of any other party to whom ZEB Global Ventures
Ltd owes an obligation. However, Recipient may disclose
Confidential Information in accordance with judicial or other
governmental orders, provided Recipient shall give ZEB Global Ventures
Ltd reasonable notice prior to such disclosure and shall comply with
any applicable protective order or equivalent.
(b)Recipient shall not use any Confidential Information or
Confidential Materials of ZEB Global Ventures Ltd for any purposes
except those expressly contemplated hereby or as authorized by ZEB
Global Ventures Ltd.
(c) Recipient shall take reasonable security precautions, which
shall in any event be as great as the precautions it takes to protect
its own confidential information, to keep confidential the Confidential
information. Recipient may disclose Confidential Information or
Confidential Materials only to Recipient's employees or consultants on
a need-to-know basis. Recipient shall instruct all employees given
access to the information to maintain confidentiality and to refrain
from making unauthorized copies. Recipient shall maintain appropriate
written agreements with its employees, consultants, parent,
subsidiaries, affiliates or related parties, who receive, or have
access to, Confidential Information sufficient to enable it to comply
with the terms of this Agreement.
(d) Confidential Information and Confidential Materials may be
disclosed, reproduced, summarized or distributed only in pursuance of
Recipient's business relationship with ZEB Global Ventures Ltd, and
only as otherwise provided hereunder. Recipient agrees to segregate
all such Confidential Materials from the confidential materials of
others to prevent commingling.
3. Rights and Remedies
(a) Recipient shall notify ZEB Global Ventures Ltd immediately upon
discovery of any unauthorized use or disclosure of Confidential
Information or Confidential Materials, or any other breach of this
Agreement by Recipient, and will cooperate with ZEB Global Ventures Ltd
in every reasonable way to help ZEB Global Ventures Ltd regain
possession of the Confidential Information and/or Confidential
Materials and prevent further unauthorized use or disclosure.
(b) Recipient shall return all originals, copies, reproductions and
summaries of Confidential Information and/or Confidential Materials
then in Recipient's possession or control at ZEB Global Ventures Ltd
request or, at ZEB Global Ventures Ltd option, certify destruction of
the same.
(c) Recipient acknowledges that monetary damages may not be a
sufficient remedy for damages resulting from the unauthorized
disclosure of Confidential Information and that ZEB Global Ventures Ltd
shall be entitled, without waiving any other rights or remedies, to
seek such injunctive or equitable relief as may be deemed proper by a
court of competent jurisdiction.
(d) ZEB Global Ventures Ltd may visit Recipient's premises, with
reasonable prior notice and during normal business hours, to review
Recipient's compliance with the terms of this Agreement.
4. Miscellaneous
(a) All Confidential Information and Confidential Materials are and
shall remain the sole and exclusive property of ZEB Global Ventures Ltd.
By disclosing information to Recipient, ZEB Global Ventures Ltd does
not grant any express or implied right to Recipient to or under ZEB
Global Ventures Ltd patents, copyrights, trademarks, or trade secret
information.
(b) All Confidential Information and Materials are provided "AS IS"
and ZEB Global Ventures Ltd makes no warranty regarding the accuracy or
reliability of such information or materials. ZEB Global Ventures Ltd
does not warrant that it will release any product concerning which
information has been disclosed as a part of the Confidential
Information or Confidential Materials. ZEB Global Ventures Ltd will not
be liable for any expenses or losses incurred or
any action undertaken by the Recipient as a result of the receipt of
Confidential Information or Confidential Materials. The entire risk
arising out of the use of the Confidential Information and Confidential
Materials remains with the Recipient.
(c) Recipient agrees that it shall adhere to all U.S. Export
Administration laws and regulations and shall not export or re-export
any technical data or products received from ZEB Global Ventures Ltd or
the direct product of such technical data to any proscribed country
listed in the U.S. Export Administration Regulations unless properly
authorized by both ZEB Global Ventures Ltd and the U.S. Government.
(d) This Agreement constitutes the entire Agreement between the
parties with respect to the subject matter hereof. It shall not be
modified except by a written agreement dated subsequent to the date of
this Agreement and signed by both parties.
(e) None of the provisions of this Agreement shall be deemed to
have been waived by any act or acquiescence on the part of ZEB Global
Ventures Ltd, its agents, or employees but only by an instrument in
writing signed by an authorized officer of ZEB Global Ventures Ltd. No
waiver of any provision of this Agreement shall constitute a waiver of
any other provision(s) or of the same provision on another occasion.
Failure of either party to enforce any provision of this Agreement
shall not constitute waiver of such provision or any other provisions
of this Agreement.
(f) If any action at law or in equity is necessary to enforce or
interpret the rights arising out of or relating to this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief
to which it may be entitled.
(g) This Agreement shall be construed and governed by the laws of
the Province of Ontario, and both parties further consent to
jurisdiction by the provincial and federal courts sitting in the
Province of Ontario.
(h) If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable, the
remaining provisions shall remain in full force and effect. Should any
of the obligations of this Agreement be found illegal or unenforceable
as being too broad with respect to the duration, scope or subject
matter thereof, such obligations shall be deemed and construed to be
reduced to the maximum duration, scope or subject matter allowable by
law.
(I) All obligations created by this Agreement shall survive change
or termination of the parties' business relationship.
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