Patent & Proprietary Technology Disclosure
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of the date of electronic execution below (the "Effective Date") between TargetCast Inc., a corporation organized and existing under the laws of Canada, with its principal place of business in Toronto, Ontario, Canada ("Disclosing Party"), and the undersigned individual and/or organization ("Receiving Party", and together with the Disclosing Party, the "Parties").
The Parties wish to explore a potential business relationship in connection with the licensing, acquisition, enforcement, or commercialization of certain patented and proprietary technologies developed by the Disclosing Party, including without limitation the SoundLinks audio watermarking and decentralized identity authentication technology, the Zin0 technology, and related intellectual property (collectively, the "Technology"). In connection with this exploration, each Party may disclose to the other certain confidential and proprietary information. This Agreement is intended to protect such information from unauthorized use or disclosure.
"Confidential Information" means any and all information or data that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged. Confidential Information includes, without limitation:
Confidential Information does not include information that: (a) is or becomes publicly known through no act or omission of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party; (b) use the Confidential Information solely for the Purpose described in Section 1 and for no other purpose; (c) protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (d) limit access to the Confidential Information to those of its employees, officers, directors, agents, and advisors who have a need to know for the Purpose and who are bound by confidentiality obligations at least as stringent as those contained herein.
Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to any of the Disclosing Party's patents, patent applications, trademarks, copyrights, trade secrets, or other intellectual property. The disclosure of Confidential Information pursuant to this Agreement shall not constitute a representation, warranty, or other assurance by the Disclosing Party as to the non-infringement of any third-party intellectual property rights.
This Agreement shall remain in effect for a period of three (3) years from the Effective Date, unless earlier terminated by either Party upon thirty (30) days' written notice. The obligations of confidentiality shall survive termination of this Agreement for a further period of five (5) years with respect to trade secrets, and three (3) years with respect to all other Confidential Information.
Upon written request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies, summaries, or derivatives thereof, and shall certify in writing that it has done so.
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for resolution of any dispute arising out of or in connection with this Agreement.
The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement of posting bond or proving actual damages.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written. This Agreement may not be modified except by a written instrument signed by authorized representatives of both Parties.
The Parties agree that electronic signatures, whether drawn or typed, shall be deemed valid and binding to the same extent as original handwritten signatures, in accordance with applicable electronic commerce legislation including the Electronic Commerce Act (Ontario), the United States Electronic Signatures in Global and National Commerce Act (E-SIGN), and Japan's Act on Electronic Signatures and Certification Business. A unique Agreement ID and timestamp shall be generated upon execution and shall constitute the record of execution.
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