MUTUAL NON-DISCLOSURE AGREEMENT

MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (this “Agreement”) is made and entered into as of {field1:7}  between Canadian Board of Aesthetic Medicine located at 7270 Woodbine Ave., Unit 302, Markham, Ontario, L39 4B9, Canada and {field2:12} located at  {field3:15} .

The parties desire to assess a possible business transaction (the “Purpose”) and during discussions related to the Purpose, the parties anticipate disclosing confidential and proprietary information to one another and the parties desire to establish and set forth the obligations with respect thereto.

In consideration of the mutual promises set forth in this Agreement, the parties agree as follows:

  1. The term “Confidential Information” shall mean non-public information revealed by or through a party (whether in writing, orally or by another means) (a “Disclosing Party”) to the other (a “Receiving Party”) including, without limitation, (a) either the fact that discussions  or negotiations are taking place concerning the Purpose or any of the terms, conditions, or other  facts with respect to the Purpose, including the status thereof, (b) all forms and types of financial,  business, scientific, technical, economic, or engineering information including patterns, plans,  compilations, program devices, formulae, designs, prototypes, methods, techniques, processes,  procedures, programs, or codes, whether tangible or intangible, and regardless of how stored,  compiled, or memorialized, whether physically, electronically, graphically, photographically, in  writing or by some other means, (c) information traditionally recognized as proprietary trade  secrets, (d) all data and information about Discloser’s customers (current, former or prospective)  and officers, directors and employees, and (e) all copies of any of the foregoing or any analyses,  studies or reports that contain, are based on, or reflect any of the foregoing. As between the parties, Confidential Information and all applicable intellectual property rights embodied in the Confidential Information shall remain the property of the Disclosing Party.
  2. The Receiving Party shall treat the Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature but with no less than a reasonable degree of care. The Receiving Party shall not disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever the Confidential Information, except to the Receiving Party’s officers, directors and employees (collectively, “Employees”) who have a need to know such Confidential Information in connection with the Purpose. All such persons receiving Confidential Information shall (a) if not Employees of the Receiving Party, be subject to a written confidentiality agreement consistent with the terms of this Agreement; (b) have a need to know such Confidential Information for its performance in connection with the Purpose; and (c) have been informed of the confidential nature of the Confidential Information. The Receiving Party shall cause its Employees and any contractor, consultant or other third party to whom it is authorized to disclose the Confidential Information to adhere to the terms of this Agreement, and the Receiving Party shall be liable to the Disclosing Party in the event that any of its Employees or such third parties breach these obligations. The

Receiving Party will promptly report to the Disclosing Party any breaches in security that may materially affect the Disclosing Party and will specify the corrective action to be taken.

  1. The Receiving Party shall not use the Confidential Information of the Disclosing Party: (a) for its own benefit or that of any third party; (b) to the Disclosing Party’s detriment; or (c) in any manner other than to perform the Purpose.
  2. The obligations under sections 2 and 3 above do not apply to information that the Receiving Party can show: (a) was in the Receiving Party’s possession prior to the date of the disclosure by the Disclosing Party; (b) was obtained by the Receiving Party after the date of this  Agreement from a third party who is not known by the Receiving Party to be under any  obligation of confidentiality with respect to such information; (c) became generally available to  the trade, or to the public, based on existing records or through sources other than the Receiving  Party; or (d) was developed at any time by the Receiving Party independent of information or  materials disclosed by the Disclosing Party to the Receiving Party.
  3. In the event that the Receiving Party is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information of the Disclosing Party, then the  Receiving Party will, to the extent permitted by law, provide the Disclosing Party with prompt  notice of such request or requirement so that the Disclosing Party may seek an appropriate  protective order or waive compliance by the Receiving Party with the provisions of this  Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the  Receiving Party is nonetheless, in the opinion of the Receiving Party’s counsel, legally required  to disclose such Confidential Information forwarded by the Disclosing Party or else stand liable  for contempt or suffer other censure or penalty, the Receiving Party may disclose such  information without liability hereunder, provided, however, that the Receiving Party shall  disclose only that portion of such Confidential Information which it is legally required to  disclose.
  4. This Agreement grants no patent rights, copyrights, trade secrets or licenses, expressed or implied, to the Receiving Party except to the extent necessary for the Receiving Party to perform the Purpose contemplated by this Agreement.
  5. The parties agree that unless and until a definitive agreement between them with respect to the Purpose has been executed and delivered, neither party will be under any legal obligation of any kind with respect to such possible business relationship, except for the matters specifically agreed to in this Agreement. Either party may terminate the Purpose with notice. All expenses, costs, liabilities, obligations or losses incurred by either party pursuant to this  Agreement and the discussions and related effort regarding the Purpose shall be borne by the  party incurring such charges.
  6. Each Disclosing Party warrants that it has the right to enter into this Agreement and either it is the owner of, or has the right to disclose, its respective Confidential Information. Otherwise, no warranty, express or implied, regarding the Confidential Information disclosed is

granted by this Agreement, and THE WARRANTIES OF MERCHANTABILITY AND  FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.

 

 

  1. The parties agree that the conditions in this Agreement and the Confidential Information disclosed pursuant to this Agreement are of a special, unique, and extraordinary character, the Disclosing Party would be irreparably harmed by any disclosure of the  Confidential Information in violation of this Agreement, and that the use of the Confidential  Information for the business purposes of the Receiving Party, or any third party, other than in  connection with the Purpose, would enable the Receiving Party or such third party to compete  unfairly with the Disclosing Party. For these reasons, the Parties waive any claim or defense that  the Disclosing Party has an adequate remedy at law, and each party agrees that the Disclosing  Party shall be entitled to seek equitable relief to prevent further use and/or disclosure in addition  to all other remedies available to the Disclosing Party at law or in equity for any breach of this  Agreement.
  2. This Agreement shall govern disclosures between the parties for three (3) years after the Effective Date; provided, however, that the Receiving Party shall protect Confidential Information, in the manner provided herein, for five (5) years after receipt thereof, and further provided that with respect to respect to trade secrets such obligations shall remain in effect for as  long as such information shall remain a trade secret under applicable law. Upon termination of  this Agreement, or upon the Disclosing Party’s earlier request, the Receiving Party shall  promptly return to the Disclosing Party, destroy or render unusable, and discontinue the use of,  any Confidential Information then in the Receiving Party’s possession, including all copies and  archived versions. The Receiving Party shall retain no part or copy of any of the other party’s  Confidential Information and, if requested in writing, the Receiving Party shall certify its  exacting compliance with the foregoing provision.
  3. This Agreement may not be amended, modified or waived in any manner, except in writing signed by the parties. This Agreement embodies the entire understanding between the parties pertaining to the subject of this Agreement and supersedes all prior agreements pertaining  to such subject. Neither this Agreement nor any rights or obligations under this Agreement may  be assigned by a party without the prior written consent of the other. This Agreement shall inure  to the benefit of and be binding upon the parties and their respective successors and assigns.
  4. No delay or omission by a party to exercise any right or power occurring upon any noncompliance or default by the other with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of any of the covenants, conditions, or agreements to be performed by the other shall not be  construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or  agreement herein contained. Unless stated otherwise, all remedies provided for in this  Agreement shall be cumulative and in addition to and not in lieu of any other remedies available  to the parties at law, in equity, or otherwise.

 

  1. If any term or provision of this Agreement is declared invalid by a court of competent jurisdiction, the remaining terms and provisions of this Agreement shall remain unimpaired and in full force and effect.

 

  1. No public announcement of any prospective business arrangement is to be made by either party unless such announcement is agreed upon in writing by both parties.
  2. This Agreement may be signed by counterparts, each of which shall be deemed an original and both of which taken together shall constitute one and the same instrument.
  3. This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws of Ontario, Canada, without regard to its conflicts of law rules.

 

IN WITNESS WHEREOF, this Agreement has been executed as of the date first above  written.

 

Canadian Board of Aesthetic Medicine

Name: {name 1:24}
Signature:
Title: {title 1:26}

 

{Canadian Board of Aesthetic Medicine:18}

Name: {name 2:28}
Signature: {Signature:32}
Title: {title 2:30}