WHEREAS both parties desire to protect any and all confidential information as hereinafter defined;

AND WHEREAS immediac and Name enter into this agreement in respect of the use and/or disclosure of such confidential information.

NOW, THEREFORE, for and in consideration of the mutual promises set forth herein, the parties hereto agree as follows:

1. The relationship between immediac and Name shall be one of confidence. Both parties agree that it shall not directly or indirectly, at any time, without the written consent of all parties disclose or make accessible to any person or make use of the confidential information.
2. This agreement may not be assigned without the written consent of all parties and shall endure to the benefit of and shall be binding upon the parties and their respective successors and permitted Assigns.
3. The failure to enforce at any time or to require at any time performance by the other of any provision hereof shall not be construed as a waiver of such provision, nor in any way affect the validity of this agreement or any part thereof or the right to enforce every provision of this Agreement.
4. The parties hereby recognize that any violation of the present agreement will cause serious and irreparable harm to the other party.
5. If any part, term, or provision of this agreement shall be held illegal, unenforceable, or in conflict with any law, the validity of the remaining portion or portions shall not be affected.
6. Appendix A “Definitions” shall form part of this agreement.
7. This agreement shall be construed and the legal relations between the parties shall be determined in accordance with the laws of the Province of Nova Scotia.

IN WITNESS WHEREOF the parties have caused this agreement to be duly executed.

APPENDIX A – “DEFINITIONS”

Confidential information​ includes information concerning:
a. Product Pricing, license fees, and pricing methodologies
b. New and existing products, designs, and ideas;
c. Packaging, formulas, processes, compositions, techniques, and codes;
d. Technical know-how and methods, quality control procedures, product deficiencies inspection methods, research, development and test procedures, electronic data processing, software and systems, plans, drawings, test reports, and source code;
e. Equipment, apparatus, tools, instruments, and accessories;
f. Financial data, production cost data, marketing strategy or plans, procurement, pricing methods, customers, suppliers, list of suppliers or customers as well as any information related to customers or suppliers, selling and promotion techniques, policies and programs, sales and distribution data: and
g. Research, experiments, inventions, discoveries, developments, improvements, ideas, trade secrets, patents and copyrights.

Name​ includes Name and any of his/her incorporated companies, operating names, directors, officers, employees and agents and its subsidiaries and affiliates and their respective directors, officers, employees, and agents.

immediac ​includes its directors, officers, employees and agents and its subsidiaries and affiliates and their respective directors, officers, employees, and agents.

Person​ includes individuals, as well as corporations, partnerships, firms and other unincorporated associations.