NON-DISCLOSURE AGREEMENT

THIS AGREEMENT made the __ day of __________, 201_ (Effective Date), between < Enter Full Legal
Name of Party > duly incorporated under the laws of < Jurisdiction >, having its principal place of
business at < Enter full address of Party > (DISCLOSING PARTY); and ___________________
having its principal place of business at ___________________., in the City of ______________, in the
Province or State of ___________, XXXXX (hereafter RECEIVING PARTY).
WHEREAS AeroMarine Innovations Inc. (the DISCLOSING PARTY) is an aviation and marine
technology development company in the business of commercializing innovative new
technologies to enhance watercraft performance for the military, commercial and recreational
sectors;
WHEREAS the RECEIVING PARTY is < brief description of Receiving Partys mission or core
market >
WHEREAS the DISCLOSING PARTY wishes to explore potential business and commercial
opportunities with the RECEIVING PARTY) in connection with its Stead Hull technology,
namely < here you can insert a specific focus of opportunity > (the Purpose);
WHEREAS said exploration will necessitate disclosure of proprietary and confidential information of the DISCLOSING PARTY to the RECEIVING PARTY as more fully defined in Section
1.1 hereunder; and
WHEREAS the RECEIVING PARTY hereby agrees that it is a condition of the disclosure and
receipt of the Confidential Information that the said information is being disclosed solely for the
Purpose set out herein and will not be used or disclosed by the RECEIVING PARTY to any person
or organization except those persons or organizations identified below and only in accordance with
the terms and conditions set out below for such use or disclosure;
NOW THEREFORE, in consideration for the promises and mutual undertakings provided herein, the
parties hereby agree as follows:

1.0

Confidentiality
1.1

Confidential Information: Confidential information as used in this Agreement shall

mean all technical, business, commercial and/or financial information about or relating to
the DISCLOSING PARTY, its business, products, technology, services, patents and other
intellectual property; business plans; business intelligence; supplier, partner and customer
lists; market development and competitive strategies; including, without limitation, its <
enter identifier for any specific disclosure > and all other information of a proprietary or
confidential nature that derives independent economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means by, other
persons who can obtain economic value from its disclosure or use, in any form or format
whatever including presentations, reports, software programs, graphic, photographic,
recorded, diagramed, digital, electronic or any other form, whether disclosed orally or in
writing, before or after this Agreement is signed, and whether or not specifically marked
or identified as Confidential at the time of disclosure.

1.2

Non-Disclosure: The RECEIVING PARTY shall not disclose any of the Confidential
Information referred to in Section 1.1 to any person or organization except to such
persons within or outside its organization who have a bona fide need to know for the

2016. N.B. This Template does not constitute legal advice and is offered as a generic
precedent only. Please consult a lawyer before finalizing to ensure it is rightly tailored to your
specific requirements.

Purpose set out herein, and only on the condition that prior approval of such disclosure is
received from the DISCLOSING PARTY in writing, and so long as each such person is
bound by confidentiality or non-disclosure obligations to the RECEIVING PARTY, or
directly to the DISCLOSING PARTY, no less stringent or effective than the
confidentiality and non-disclosure obligations set out herein;

2.0

1.3

Protection of Confidentiality: The RECEIVING PARTY agrees to take all reasonable

steps necessary to protect the confidentiality and secrecy of the Confidential Information
and to prevent the Confidential Information from falling into the public domain or into
the possession of unauthorized persons or of persons not similarly bound by
confidentiality and non-disclosure obligations to the RECEIVING PARTY as required
herein;

1.4

Non-Use: The RECEIVING PARTY agrees that neither it, nor any of its employees,
contractors or agents, will copy, modify, transmit, alter, merge, decompile, disassemble,
reverse engineer, adapt or otherwise use any portion of the Confidential Information
(except to the extent otherwise expressly permitted by this Agreement) for any purpose
except for the Purpose set out herein, without the express written consent of
DISCLOSING PARTY, and that it will take all commercially reasonable steps to enforce
these restrictions.

Exclusions
2.1

The Confidential Information shall not be deemed proprietary and the RECEIVING
PARTY shall have no obligation with respect to such information where the information:
(a) was known to the RECEIVING PARTY prior to receiving any of the Confidential
Information from DISCLOSING PARTY and RECEIVING PARTY is able to clearly
demonstrate such prior knowledge;
(b) has become publicly known through no wrongful act of the RECEIVING PARTY,
including in any published patent disclosures;
(c) was received by RECEIVING PARTY without breach of this Agreement from a third
party without restriction as to the use and disclosure of the information;
(d) was independently developed by RECEIVING PARTY without use of the
Confidential Information, and the RECEIVING PARTY is able to clearly
demonstrate such independent development; or
(e) is required by law to be disclosed, or was ordered to be publicly released by the
lawful order of a court or government agency.

3.0

Ownership of Confidential Information

3.1

The Receiving Party acknowledges and agrees that all Confidential Information disclosed
under protection of this Agreement shall be and remain the property of the Disclosing
Party, and that the Disclosing Party may use or continue to use such Confidential
Information for any purpose without obligation to or consent of the Receiving Party. It is
further acknowledged and agreed that the Receiving Party shall acquire no proprietary or
other legal right or interest in any Confidential Information received under this Agreement except the right to use the Confidential Information solely for the Purpose set out
herein.
Nothing contained herein shall be construed as granting or implying any transfer, assignment, grant or license of rights to the Receiving Party of any Confidential Information,
including any copyright or other intellectual property rights in or relating to the
Confidential Information, or of any part thereof. It will be considered a breach of this

2016. N.B. This Template does not constitute legal advice and is offered as a generic
precedent only. Please consult a lawyer before finalizing to ensure it is rightly tailored to your
specific requirements.

Agreement:
(a) in respect of disclosed copyrightable or copyrighted material, if any translation,
abridgement, revision or other form of any of the Confidential Information is
created, made, produced, recast, transformed or adapted therefrom without
authorization in writing by the Disclosing Party;
(b) in respect of disclosed patentable or patented material, if any enhancements,
improvements or modifications are made to any of the Confidential Information
disclosed hereunder before any public disclosure is made thereof by the Disclosing
Party or by the patent office in Canada or the United States;
(c)

in respect of material that is protected by trade secret, if any new material derived
from such existing trade secret material, including new material that may be
protected by copyright, patent and/or trade secret, is made from any of the
Confidential Information before any public disclosure is made thereof by the
Disclosing Party.

All intellectual property rights in and to any copyrightable or copyrighted material,

patentable or patented material, or trade secrets created or developed by the Receiving
Party, by any of its Representatives, or by any third party to whom the Confidential
Information was disclosed by the Receiving Party, without authorization, based on or
arising out of any of the Confidential Information disclosed hereunder by the Disclosing
Party to the Receiving Party, are hereby assigned to the Disclosing Party (and the
Receiving Party hereby waives all moral rights therein).
3.2

4.0

Nothing contained herein shall be construed as granting or implying any transfer,

assignment, grant or license of rights to the RECEIVING PARTY of any Confidential
Information, including any copyright or other intellectual property rights in or relating to
the Confidential Information, or of any part thereof;

Term of Agreement
The obligations hereunder are continuing obligations and are binding on the parties, their directors,
officers, employees, agents and subcontractors, successors and assigns, from the time of receipt of
such Confidential Information until the information is no longer confidential.

5.0

Return of Documents
Promptly upon completion of the engagement referred to herein that led to disclosure of the
Confidential Information by DISCLOSING PARTY, or upon the written request of DISCLOSING
PARTY (whichever shall occur first), the RECEIVING PARTY shall forthwith return all originals
and copies of Confidential Information received from DISCLOSING PARTY under this Agreement, if any, and shall destroy all electronic versions thereof. All digital and electronic copies
thereof, and all notes, memoranda or other materials prepared or derived by the RECEIVING
PARTY from the Confidential Information, in any format or storage medium, including computer
disc or memory, and including, without limitation, all summaries, copies and excepts thereof, shall
similarly be returned, permanently deleted or destroyed. The RECEIVING PARTY shall thereafter
not further employ, use or act upon such any of the Confidential Information or other information
derived therefrom without the express written consent of DISCLOSING PARTY, subject to such
commercially reasonable terms as may be agreed to between them.

6.0

Legitimate Business Interests

6.1

The RECEIVING PARTY acknowledges that, considering the true nature of the DISCLOSING

2016. N.B. This Template does not constitute legal advice and is offered as a generic
precedent only. Please consult a lawyer before finalizing to ensure it is rightly tailored to your
specific requirements.

PARTYs business, the terms and restrictions contained in this Agreement are reasonable and
necessary to protect DISCLOSING PARTY's legitimate business interests.
6.2

The RECEIVING PARTY acknowledges that DISCLOSING PARTY is engaged in a highly

competitive business and that disclosure of Confidential Information to or use thereof by a
competitor or potential competitor of DISCLOSING PARTY, would cause irreparable harm to
DISCLOSING PARTY. Therefore, the RECEIVING PARTY agrees that in the event of any breach
or threatened breach of any terms of this Agreement, DISCLOSING PARTY shall be entitled to an
injunction restraining the RECEIVING PARTY from committing any breach of this Agreement,
without showing or proving actual damages sustained by RECEIVING PARTY, and without
diminishing any other right or remedy that DISCLOSING PARTY may have, in law or in equity.

7.0

No License or Obligations
Nothing herein shall be deemed to create any form of partnership, joint venture, agency, license or
other form of legal or commercial relationship or obligation between the parties other than the
obligations of confidentiality and non-use expressly provided for herein. Without limiting the
generality of the foregoing, each party shall retain all right, title and interest to such partys
Confidential Information. No license or other right of any kind (including, without limitation, no
right to create Derivative Works), is hereby granted or conveyed, directly or indirectly, by this
Agreement or the disclosure of Confidential Information.

8.0

Recitals
All representations, definitions, agreements, covenants and understandings included in the Recitals
to this Agreement shall be as effective, binding and enforceable as if included in the body hereof,
and subject to the same mutual consideration and promises.

9.0

Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State or
Province < Enter Jurisdiction > without regard to the principles of conflicts of laws. Any action,
suit or proceeding arising out of or relating to this Agreement shall be brought in the courts of the
State of Province of < Enter Forum > and each of the Parties hereby irrevocably submits to the
exclusive jurisdiction of such courts.

XXXXXXXX XXXXXXXXX

XXXXXXXXX XXXXXXXXX

per: ______________________________

per: _____________________________

NAME: ________________________

NAME: _______________________

TITLE: ________________________

TITLE: _______________________

DATE: _________________________

DATE: _______________________

2016. N.B. This Template does not constitute legal advice and is offered as a generic
precedent only. Please consult a lawyer before finalizing to ensure it is rightly tailored to your
specific requirements.