NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is entered into as of _____________________, 2020 (the "Effective Date"),

Between

SMARTEK LTD.
Principal place of business at;
4100 B Sladeview Crescent unit 2, Mississauga L5L 5Z3, ON
& HQ at Boulevard Plaza Tower 2, 19th Floor Suite 1904, Down Town Dubai, UAE

AND

(COMPANY)

Principal place of business at;

SMARTEK and (each "Party" and collectively, the "Parties") has entered a business relationship in connection with the potential provision by SMARTEK of Digital display products & custom software applications (the "Purpose"), acknowledge that for each party to evaluate a business relationship with the other, it may be both necessary and desirable for each party to exchange or release to the other information that the disclosing party considers confidential and/or proprietary.

For the purposes of this Agreement, the “Disclosing Party” means the Party that possesses the rights in and to an item of Confidential Information, and the “Recipient” means the Party who receives or comes into possession of an item of Confidential Information of which it is not the owner.

NOW THEREFORE, in consideration of mutual promises and agreements set out herein and other consideration the Parties agree as follows:

  1. Confidential Information and Materials
    1. SMARTEK possesses competitively valuable Confidential Information (as hereinafter defined) regarding its current products, future products, research and development, and general business operations. Recipient in the due course of partnership may need to review or use the SMARTEK's Confidential Information and Materials or to create new Confidential Information and Materials for the SMARTEK.
    2. "Confidential Information" shall mean any non-public information that the SMARTEK specifically marks and designates, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential or which the Recipient creates or produces during performing services for SMARTEK. "Confidential Information" includes, but is not limited to Business Methods, Processes, Policies, Operating Techniques, Customer and Supplier information, Sales Plan, Product Plan, any Invention, Product schematics or drawings, Patent applications, Copyright, Apps, Software (source code or object code), Descriptive material (all disclosures, designs, data, reports, calculations, models)or any other trade knowledge / trade secret of SMARTEK that the Recipient is obligated to treat as confidential materials and information.
  2. Exceptions: The term "Confidential Information" does not include information which is: (i) now or which becomes publicly known or available through no act or failure on the part of Recipient;(ii) known to Recipient prior to the time of receipt of such Confidential Information; and (iii) furnished to Recipient by a third party who has rightfully obtained the Confidential Information without restriction on disclosure.
  3. Protection of Confidentiality
    1. The Recipient shall only use the Confidential Information strictly for the Purpose. The Recipient promises and agrees to protect and safeguard the Confidential Information of the Disclosing Party against unauthorized use or disclosure using at least the same degree of care as the Recipient accords to its own confidential information, but in no case less than reasonable care.
    2. The Recipient, further promises and agrees: (a) to maintain technological, physical and administrative safeguards relating to the transfer, storage and use of Confidential Information of the Disclosing Party to protect the Confidential Information of the Disclosing Party from reasonably foreseeable threats or hazards, including loss, theft, unauthorized access, use or disclosure; (b) not to reproduce or copy the Confidential Information of the Disclosing Party except to the extent necessary for the Purpose; and (c) not to, directly or indirectly, in any way, disclose, make accessible, reveal, report, publish, broadcast or transfer any Confidential Information of the Disclosing Party to any third party other than in compliance with the terms and conditions of this Agreement.
    3. Recipient shall maintain appropriate written agreements with its employees, consultants, subsidiaries, affiliates or related parties, who receive, or have access to, Confidential Information to comply with the terms of this agreement.
  4. Disclosure Required by Law

    In the event the Recipient is required by applicable laws or regulations or a valid and effective order issued by a court of competent jurisdiction or by a governmental body having proper jurisdiction, to disclose any of the Confidential Information of the Disclosing Party, the Recipient will promptly notify the Disclosing Party in writing of the existence, terms and circumstances surrounding such required disclosure so that the Disclosing Party or its affiliates may seek a protective order or other appropriate remedy from the proper authority. The Recipient agrees to cooperate with the Disclosing Party in seeking such order or other remedy. The Recipient further agrees that if it is so required to disclose Confidential Information of the Disclosing Party, it will furnish only that portion of the Confidential Information that is legally required to be furnished and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded to such information.

  5. Ownership of Confidential Information

    All Confidential Information of the Disclosing Party is and shall remain the exclusive property of the Disclosing Party and, if applicable, its affiliates, which the Disclosing Party is entitled to protect. No express or implied right is granted to Recipient or its affiliates to use the Confidential Information except as permitted herein.

  6. Rights and Remedies
    1. Recipient shall notify the SMARTEK immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Recipient, and will cooperate with the SMARTEK in every reasonable way to help the SMARTEK regain possession of the Confidential Information and/or Confidential Materials and prevent further unauthorized use or disclosure.
    2. Recipient shall return all products and originals; copies, reproductions and summaries of Confidential Information and/or Confidential Materials then in Recipient's possession or control at the SMARTEK's or, at the SMARTEK's option, certify destruction of the same.
    3. The Recipient stipulates and admits that a breach by Recipient of any of its covenants, obligations, or undertakings relating to the Confidential Information of the Disclosing Party will cause the Disclosing Party and/or its affiliates irreparable damage that cannot be adequately remedied in monetary damages in an action at law. The Recipient agrees that the Disclosing Party shall be entitled to obtain, without notice and on an expedited basis from any court of competent jurisdiction, immediate injunctive relief to enjoin any breach or prospective breach of any such provision of this Agreement. The foregoing shall be in addition to such other remedies provided for in this Agreement or by Applicable Law, including the recovery of damages.
    4. The SMARTEK may visit Recipient's premises, with reasonable prior notice and during normal business hours, to review Recipient's compliance with the terms of this Agreement.
  7. Return of Confidential Information

    Upon expiry or termination of this Agreement or upon written request by the Disclosing Party, the Recipient shall promptly return or destroy the Confidential Information of the Disclosing Party and all records, notes and all other written, printed, electronically saved or tangible media or expression embodying such Confidential Information.

  8. No Reverse Engineering

    The Recipient shall not decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, techniques or algorithms in Confidential Information of the Disclosing Party by any means whatever, except as may be specifically authorized in writing in advance by the Disclosing Party.

  9. No Warranty

    The Disclosing Party makes no representation or warranty, express or implied, regarding the accuracy or completeness of the Confidential Information of the Disclosing Party provided to Recipient.

  10. Miscellaneous Provisions
    1. Notices:

      Any notice, direction or other communication required or permitted to be given to a Party shall be in writing and shall be sufficiently given if delivered personally (including by use of express courier) or mailed the address set out on the first page of this Agreement.

    2. Assignment:

      The rights and obligations of either Party under this Agreement cannot be transferred, assigned, or sublicensed to a third party by operation of law or otherwise, without the prior written consent of the other Party in its sole and absolute discretion. This Agreement shall ensure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. None of the provisions of this Agreement shall be deemed to have been waived by any act on the part of the SMARTEK agents or employees but only by an instrument in writing signed by an authorized officer of the SMARTEK. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion.

    3. English Language:

      The parties confirm that it is their wish that this Agreement and any other documents delivered or given under this Agreement, including notices, have been and will be in the English language only. Les parties aux présents confirment leur volonté que cette convention de même tous les documents, y compris tous avis, s'y rattachant, soient rédigés en anglais seulement.

    4. Governing Law:

      This Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario.

    5. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.
      If any action at law or in equity is necessary to enforce or interpret the rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.

  11. Non-Compete

    The Recipient hereby agrees not to compete with SMARTEK in the use of any digital screens or displays / digital media products, till the term of the contract and the Recipient might enter only after one year of the termination of the contract. However, all current contracts, business relationship and future mutual clients that the Recipient is involved with shall be exempt from this non-compete clause and shall survive this agreement and shall not be considered as a breach of this non-compete clause.
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the date first set forth above.

SMARTEK LTD.

In Witness of:

Name:
Title:
Date:
Signature:

In Witness of:

Name:
Title:
Date:
Signature:

GENERAL APPLICATION

Applicant’s Full Name
Company / Occupation
Current Address
City
Province
Postal Code
Years at this address
Home Phone
Cell Phone
Email
Date of Birth (dd-mm-yy)
Social Insurance
Marital Status
No. of Dependents
Previous Address
City
Province
Postal Code
Years at this address

FINANCE

The minimum basic cost frame for securing a SMARTEK Partnership is: $175,000 unencumbered liquid capital.

What amount are you prepared to invest?

Please indicate how you anticipate financing your investment (estimation is acceptable):

Liquid Cash
Bank | Business Loan
Private Investment or other sources
Total
What is your net worth? (Total Assets less Total Liabilities = Net Worth)
Will you work in the business?
If No or Part-Time, please explain in the space provided below:
Do you have business partners?
Yes No
Partner Names
Target Date for Vehicles on the road (mm-yy)

Business Experience

Current Business/ Employer’s Name
Position
Dates (mm/yy-mm/yy)
Address
City
Contact Person
Province
Province
Phone Number
Previous Business/ Employer’s Name
Position
Dates (mm/yy-mm/yy)
Address
City
Contact Person
Province
Province
Phone Number

Financial Disclosure

Confidential Application

Personal Data

Applicant’s Full Name
If married, please provide Spouse’s Full Name
Date of Birth (dd-mm-yy)
Social Insurance Number

Personal Financial Statement

Date of Birth (dd-mm-yy)
Social Insurance Number
Assets
Liabilities
Cash on hand
Notes Payable
Accounts & loans receivable
Credit Cards
Stock, bonds & security
Accounts & bills due
Real Estate
Loans
Automobiles
Real Estate Mortgages
Other Assets (indicate)
Other Liabilities (indicate)
TOTAL ASSETS (1)
TOTAL LIABILITIES (2)
NET WORTH [(1)-(2)=(3)]
 

Annual Income

Salary/Revenue
Other income (please indicate below)
Bonus & commissions
Dividends & interests
Real estate income
TOTAL

Banking Information

List all bank/trust company accounts in which you have accounts or credits.
Name and bank branch and/or trust

1.
2.
3.
4.
Do you have any judgement(s), lien(s) or suit(s) pending?
Yes No

If Yes, please explain in the space provided below:

Have you ever filed for bankruptcy?
Yes No

If Yes, please explain in the space provided below:

AREA OF INTEREST

VANCOUVER
EDMONTON
MONTREAL
WINNIPEG
HALIFAX
VICTORIA
TORONTO
QUEBEC CITY
HAMILTON
SAINT JOHN
CALGARY
OTTAWA
NIAGARA FALLLS
LONDON
OTHER

The undersigned hereby certifies that the information given in the foregoing statement is true and accurate and that no unfavorable information known to the undersigned or called for here in has been omitted. SMARTEK LTD is hereby authorized to obtain such information as it may require concerning said statement, which at all times shall remain the property of SMARTEK LTD and to procure consumer reports from credit reporting agencies and obtain personal and credit information from persons other than consumer reporting agencies. I hereby waive any responsibility from any person giving or receiving such information. It is understood that all information provided in this form and obtained pertaining to same will be treated confidentially by SMARTEK LTD.

Signature
Print Name
Date Signed (dd-mm-yy)
PLEASE SCAN AND EMAIL COMPLETED APPLICATION TO
Raj@smarteksystems.ca
905-277-4910