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Two Way Non Disclosure Agreement Template for Canada

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Key Requirements PROMPT example:

Two Way Non Disclosure Agreement

"I need a Two Way Non Disclosure Agreement under Canadian law for a potential joint venture between my software development company and a manufacturing partner, with special attention to protecting source code and manufacturing processes, to be effective from March 1, 2025."

Document background
This Two Way Non-Disclosure Agreement is essential for business relationships where both parties need to share sensitive information while ensuring legal protection. It is commonly used in scenarios such as business negotiations, joint ventures, potential mergers or acquisitions, vendor relationships, and collaborative projects. The agreement, governed by Canadian law, provides a framework for protecting confidential information including trade secrets, intellectual property, business strategies, and proprietary data. It incorporates compliance with Canadian federal privacy laws such as PIPEDA, relevant provincial privacy legislation, and established common law principles regarding confidential information. The document is designed to be comprehensive yet flexible enough to accommodate various business relationships while providing clear, enforceable obligations for both parties.
Suggested Sections

1. Parties: Identification of the parties entering into the NDA, including full legal names and addresses

2. Background: Context for the agreement, including the purpose of sharing confidential information

3. Definitions: Key terms used in the agreement, particularly the definition of 'Confidential Information'

4. Mutual Obligations of Confidentiality: Core obligations of each party to protect and maintain the confidentiality of the other party's information

5. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and circumstances under which it may be disclosed

6. Standard of Care: Level of protection required for confidential information

7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

8. Term and Termination: Duration of the agreement and circumstances for termination

9. Survival: Obligations that continue after termination

10. Remedies: Available remedies in case of breach, including injunctive relief

11. General Provisions: Standard contractual provisions including governing law, entire agreement, and amendments

Optional Sections

1. Residual Knowledge: Provisions addressing use of non-confidential knowledge retained in memory, used when parties want to ensure employees can continue working without fear of breach

2. Privacy Compliance: Specific provisions addressing compliance with privacy laws, used when personal information may be shared

3. Security Requirements: Specific technical or physical security measures required, used for highly sensitive information

4. Representative Obligations: Obligations regarding representatives who receive confidential information, used when wider access to information is needed

5. Non-Solicitation: Restrictions on soliciting employees or customers, used when parties have concerns about potential poaching

6. Export Control: Provisions addressing export control laws, used when information may be subject to international transfer restrictions

7. Competitive Activities: Provisions clarifying that the agreement does not restrict certain competitive activities, used in situations with potential competitive overlap

Suggested Schedules

1. Schedule A - Description of Purpose: Detailed description of the purpose for sharing confidential information

2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule C - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule D - Types of Confidential Information: Detailed categorization of the types of confidential information to be shared

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























Clauses

























Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Research and Development

Education

Retail

Energy

Telecommunications

Biotechnology

Real Estate

Construction

Media and Entertainment

Automotive

Aerospace

Consumer Goods

Pharmaceuticals

Software Development

Consulting

Relevant Teams

Legal

Executive Leadership

Business Development

Research and Development

Human Resources

Information Technology

Finance

Operations

Procurement

Corporate Development

Compliance

Innovation

Strategic Planning

Product Development

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Business Development Manager

Chief Technology Officer

Research Director

Project Manager

Human Resources Director

Chief Financial Officer

Procurement Manager

Operations Director

Innovation Manager

Strategic Partnership Manager

Legal Counsel

Compliance Officer

Contract Manager

Chief Information Officer

Chief Operating Officer

Business Analyst

Corporate Development Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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