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