Non-Disclosure Agreement

  • NON-DISCLOSURE AGREEMENT and Terms of Service: Our agreement with the seller requires that we obtain a Non-Disclosure Agreement(NDA) prior to releasing specific information about the business. Your information will be kept confidential. In consideration of WeSellYourSite(tm)(sometimes referred to as Broker) provides you with the information on the businesses it has for sale under the following provisions.

    Information provided about any business through WeSellYourSite to you may be sensitive and confidential and that its disclosure to others may be damaging to the described business and its owners.

    This Non-Disclosure Agreement (hereinafter "Agreement") by and between the signer (hereinafter “Recipient”) and, Inc. residing at 1655 Dupont Street, Unit 337, Toronto, ON, Canada M6P3S9 (hereinafter “Disclosing Party”), is entered into to provide for the confidentiality, protection and handling of Proprietary Information related to and it’s subsidiaries for the purpose of buying or selling a business (hereinafter "Purpose"). The parties may be collectively referred to as the "Parties".

    1. The term "Proprietary Information" means any and all information, in any form, whether of a technical or commercial nature, relating to the Purpose which is disclosed prior or subsequent to the date of this Agreement by the disclosing party to the recipient and identified by the disclosing party at the time of disclosure as being proprietary. It also means any information that is used for the operation of the business, including, but not limited to: trade secrets, payroll, business structure, advertising, and product sources. Information disclosed in a form other than writing may (but is not required to) be confirmed in writing by the disclosing party as being proprietary within thirty (30) days of disclosure.

    2. Proprietary Information shall not include information which, at the date of signature hereof, or thereafter becomes public domain, is known to the recipient prior to being disclosed by the disclosing party, in which case the recipient will notify to the disclosing party within 7 days that the information was already known prior to disclosure, is developed independently by the recipient, or is legally obtained by the recipient at any time from other sources who are not subject to proprietary restrictions. The recipient shall have the burden of proof in establishing any of the above mentioned exceptions.

    3. The recipient agrees to use the Proprietary Information solely for the mutual benefit of parties in furtherance of the above stated Purpose, as specifically approved by the disclosing party, and agrees not to disclose the Proprietary Information to any third party or to any of its affiliates, employees or agents except as may be required to conduct the above mentioned Purpose. Any such disclosure to third parties shall be subject to the prior written consent of the disclosing party and shall be conditioned upon obtaining in advance a non-disclosure Agreement substantially in the form of this Agreement.

    4. The recipient agrees to retain the Proprietary Information of the disclosing party in confidence and to exercise towards it at least the same degree of care and protection that it takes to safeguard its own Proprietary Information.

    5. The recipient agrees to hold the Disclosing Party’s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials), (i) not to divulge any such Proprietary Information or any information derived therefrom to any third person with the exception of affiliates, directors, officers, employees, advisors, attorneys, or financing sources who need to know such Propriety Information and who agree to treat such Proprietary Information in accordance with the terms of this agreement (“Permitted Persons”), (ii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with the Disclosing Party, (iv) not to copy or reverse engineer any such Proprietary Information, and (v) not to export or re-export (within the meaning of U.S. or other export control laws or regulations) any such Proprietary Information or product thereof. The Receiving Party expressly agrees not to use Proprietary Information in any way detrimental to the Disclosing Party including, without limitation, using the Proprietary Information to compete directly or indirectly with the Disclosing Party or any of its affiliates or to use the Proprietary Information to derive a pecuniary benefit. The Receiving Party shall be responsible for any breach of this Agreement by any Permitted Person.

    6. The Proprietary Information that is transmitted, whether capable of being copyrighted, patented, or otherwise registered at law, or not, is for the purposes of this Agreement acknowledged by the recipient as being the sole property of the disclosing party.

    7. Nothing in this Agreement shall be construed as granting to the recipient any rights by license or otherwise, express or implied, to or in any of the disclosing party's patents, non-patented inventions or other intellectual property. No representation or warranty or other right is made or given by the disclosing party with respect to information disclosed.

    8. This Agreement shall remain in force and effect throughout the period in which the recipient is actively engaged in the execution of the Purpose and for a period of Three (3) years thereafter.

    9. Promptly upon the termination of this Agreement, unless otherwise agreed in writing by both parties, each party shall return to the other all Proprietary Information of the other party that it has received or that is in its possession, together with all copies thereof, and will immediately cease to make further use or disclosure of such Proprietary Information. 10. Nothing herein (including the exchange of Proprietary Information hereunder) shall be deemed as obligating the parties to enter into any business relationship with respect to the Purpose or otherwise.

    10. Each Party shall be fully responsible for any and all actions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach of any of the provisions of this Agreement. Each party shall also be held responsible if there is any unauthorized disclosure or use of Proprietary Information by a third party because of, or in connection with the party, or by any employee of any party to whom Proprietary Information has been disclosed or who has been allowed access. The Parties acknowledge and confirm that a breach of its obligations hereunder may possibly not be compensated adequately solely by an award of damages or indemnity or other pecuniary remedy and the non-breaching Party shall also be entitled, in the event of any such breach, to the remedies of injunction, specific performance, or other equitable relief in respect of any such breach. Nothing in this Clause shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy.

    11. This Agreement shall be governed by and construed in accordance with the laws of Ontario and Canada. Any dispute arising under or in connection with this agreement shall be presented in and determined in an Ontario Court unless both parties agree on another type of resolution (e.g. mediation, arbitration).

    You agree not to disclose any information regarding the businesses for sale to any person other than those that have also signed and dated this NDA,except to secure their advice and counsel, in which case you agree to obtain their agreement to maintain such confidentiality.

    You agree not to contact the respective business owner, employees, suppliers or customers except through WeSellYourSite.

    The information provided by the seller or other sources is not verified in any way, WeSellYourSite is relying on the seller or other sources for the accuracy of the business information and makes no warranty, expressed or implied as to the accuracy of such information.

    You understand that all inquiries, correspondence, offers to purchase and negotiations relating to the purchase or lease of any business presented by WeSellYourSite, will be conducted exclusively through the Broker, unless otherwise agreed. (Electronic Signatures are legally binding according to the Global and International Commerce Act 2000)