When commencing negotiations to conclude a transaction, certain preliminary measures must be taken to protect the confidentiality of the information to be exchanged. The trade secrets of a business often constitute its most important asset, so it is best to limit the diffusion of information to ensure the survival of the business. In the context of increasing competition, you can protect your confidential information by imposing restrictions on the party receiving your information so that they only use it for the purposes of the contemplated transaction, thereby preventing any harmful disclosure.

This contract is the legal instrument by which two parties open confidential lines of communication in order to successfully complete a proposed acquisition. This is a "mirror" agreement given that at this stage of the negotiations the parties generally contract the same obligations toward each other in the primary contract.

We recommend using this document if the transaction involves an exchange of confidential information. This usually occurs when the transfer of ownership of the business involves any payment in shares of the purchasing corporation, thus requiring the seller to review the financial health of the purchaser before accepting such a payment.

In the absence of such an agreement between the parties, there is a risk that unprotected information will be made available in the public domain, which may compromise any subsequent attempt by one or other of them to claim a property right in the information disclosed and the fruits thereof.

If there is only one party who discloses information of a confidential nature, we recommend the use of the unilateral confidentiality undertaking instead. (See documents Z01200 and Z01205)

0.00 INTERPRETATION
0.01 Definitions
0.01.01 Confidential Information
0.01.02 Disclosing Party
0.01.03 Intellectual Property
0.01.04 Legal Representations
0.01.05 Receiving Party
0.01.06 Representatives
0.01.07 Undertaking
0.02 Entire Agreement
0.03 Applicable Law
0.04 Non-Compliance
0.04.01 Severability
0.04.02 Substitute Provision
0.05 Miscellaneous
0.05.01 Cumulative Rights
0.05.02 Gender and Number
0.05.03 Headings
1.00 PURPOSE
2.00 MUTUAL REPRESENTATIONS AND WARRANTIES
3.00 REPRESENTATIONS AND WARRANTIES OF PARTY A
4.00 REPRESENTATIONS AND WARRANTIES OF PARTY B
5.00 MUTUAL DUTIES AND OBLIGATIONS
5.01 Previous Exchanges
5.02 Disclosure of Information
5.03 Disclosure of Existence of Project
5.03.01 Undertaking
5.03.02 Default
6.00 DUTIES AND OBLIGATIONS OF RECEIVING PARTY
6.01 Confidential Information
6.01.01 Ownership
6.01.02 Undertaking
6.01.03 Duration of Undertaking
6.01.04 End of Undertaking
a) Request for Return
b) Destruction
6.02 Partial Disclosure
6.03 Obligation of Disclosure
7.00 BREACH OF UNDERTAKING
7.01 Penalty
7.02 Payment
7.03 Protective Measures
8.00 OTHER PROVISIONS
8.01 Assignment
8.02 Notice
8.03 Dispute Resolution
8.04 Amendment of Undertaking
8.05 No Waiver of Rights
8.06 Language
9.00 EFFECTIVE DATE
10.00 DURATION
10.01 Indefinite Duration
10.02 Specific Term
10.03 Survival

SCHEDULE 7.01 – TABLE OF PENALTIES