This Non-Disclosure Agreement is made by and between Chakaura™ Institute of S.O.U.L. hereinafter referred as the Discloser AND the Recipient.

WHEREAS in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each of the Parties), the Parties agree as follows:

1. CONFIDENTIAL INFORMATION: Confidential Information shall mean and include any information disclosed by one party (the ‘Discloser’) to the other (the ‘Recipient’) relating directly or indirectly to the [Purpose of the Agreement/ Disclosure] which is identified by the Discloser, either orally, digitally, electronically and/or in writing, as confidential, either at the time of disclosure or, if disclosed orally, confirmed in writing within thirty (30) days following the original disclosure.

2. EXCEPTIONS TO CONFIDENTIAL INFORMATION: This Agreement does not apply to information that:

i. was available to the public at the time of disclosure, or subsequently became available to the public without fault of Recipient;

ii. was known to Recipient at the time of disclosure or was independently developed by Recipient, provided there is adequate undisputable documentation to confirm such prior knowledge or independent development;

iii. was received by Recipient from a third party and Recipient was not aware that the third party had a duty of confidentiality to Discloser in respect of the information;

iv. is used or disclosed by Recipient with Discloser’s prior written approval; or

v. is required to be disclosed by law, provided that Recipient gives Discloser sufficient prior written notice of any such disclosure to allow Discloser to contest the disclosure. Any action taken by Discloser to contest the disclosure must not compromise the obligations of the Recipient under the order to disclose or cause the Recipient to be subject to any fine, penalty or prosecution.

3. USE OF CONFIDENTIAL INFORMATION: The Recipient may only use the Confidential Information for the purpose of [Purpose of the Agreement/Disclosure] (‘Permitted Purpose’). Recipient must not use the Confidential Information for any other purpose without the prior written approval of Discloser and that thus written approval be signed by a witness.

4. NON-DISCLOSURE: The Recipient must keep the Confidential Information in confidence and in a safe location at all times which includes any written or electronic digital information.

5. RETURN OF CONFIDENTIAL INFORMATION: If requested in writing by Discloser, Recipient must cease using, and return to Discloser and/or destroy all Confidential Information and any copies of Confidential Information in its possession or control.

6. TERM: This Agreement and Recipient’s obligation to keep Confidential Information confidential does not expire.

7. GENERAL PROVISIONS: Remedies – Recipient agrees that damages may not be an adequate remedy for any breach or threatened breach of the Recipient’s obligations under this Agreement. Accordingly, in addition to any and all other available remedies, Discloser will be entitled to seek a temporary or permanent injunction or any other form of equitable relief to enforce the obligations contained in this Agreement.

No waiver – Failure of a party to enforce its rights on one occasion will not result in a waiver of those rights on any other occasion.

Regulatory compliance – Each party must comply with all applicable laws, regulations and rules in its jurisdiction, including but not limited to those relating to the export of information and data.

Governing Law – This Agreement will be governed and construed in accordance with the laws of the Province of Quebec and the laws of Canada and the parties submit themselves to the exclusive jurisdiction of the courts of the Province of Quebec.

The parties have duly executed this Agreement by their duly authorized representatives as of the Effective Date.

BACKGROUND

IN CONSIDERATION OF and as a condition of the Discloser retaining the Recipient and the Discloser providing the Confidential/ Proprietorial Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidential Information

All written, electronic, digital and oral information and materials disclosed or provided by the Discloser to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient.

The Recipient acknowledges that in any position the Recipient may hold, in and as a result of the Recipient’s retainer by the Discloser, the Recipient will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Discloser and which information is the exclusive property of the Discloser.

‘Confidential Information’ means all data and information relating to the business and management of the Discloser, including but not limited to, the following:

‘Business Operations’ which includes internal personnel and financial information of the Discloser, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Discloser, and the manner and methods of conducting the Discloser’s business;

‘Customer Information’ which includes names of customers of the Discloser, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Discloser;

‘Intellectual Property’ which includes information relating to the Discloser’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);

‘Service Information’ which includes all data and information relating to the services provided by the Discloser, including but not limited to, plans, schedules, manpower, inspection, and training information;

‘Product Information’ which includes all specifications for products of the Discloser as well as work product resulting from or related to work or projects performed or to be performed for the Discloser or for Disclosers of the Discloser, of any type or form in any stage of actual or anticipated research and development;

‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of the Discloser, including but not limited to, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;

‘Accounting Information’ which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Discloser;

‘Marketing and Development Information’ which includes marketing and development plans of the Discloser, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Discloser which have been or are being discussed;

‘Computer Technology’ which includes all scientific and technical information or material of the Discloser, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how, recordings of any kind (video or audio or computer screen) of any program material;

‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of the Discloser, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and

Confidential Information will also include any information that has been disclosed by a third party to the Discloser and is protected by a non-disclosure agreement entered into between the third party and the Discloser.

Confidential Information will not include the following information:

Information that is generally known in the public sector in the industry of the Discloser;

Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;

Information rightly in the possession of the Recipient but not of origin from the discloser, prior to receiving the Confidential Information from the Discloser;

Information that is independently created and not associated with the business or information of the discloser by the Recipient without direct or indirect use of the Confidential Information; or

Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

Confidential Obligations

Except as otherwise provided in this Agreement, the Recipient must keep the Confidential Information confidential.

Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Discloser and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Discloser or any associated Recipients or subsidiaries.

The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.

The Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated.

Recipient agrees to be responsible for and indemnify the Discloser for any breach of this Agreement by their personnel.

The Recipient may disclose any of the Confidential Information:

to a third party where the Discloser has consented in writing to such disclosure; and

to the extent required by law or by the request or requirement of specific judicial, legislative, administrative or other governmental body deemed acceptable by the discloser.

Avoiding Conflict of Opportunities

It is understood and agreed that any business opportunity relating to or similar to the Discloser’s current or anticipated business opportunities coming to the attention of the Recipient during the Recipient’s retainer is an opportunity belonging to the Discloser. Accordingly, the Recipient will advise the Discloser of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Discloser.

Without the written consent of the Discloser, the Recipient further agrees not to:

solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Discloser; and

directly or indirectly, engage or participate in any other business activities which the Discloser, in its reasonable discretion, determines to be in conflict with the best interests of the Disclose

Non-Competition

Other than through employment with a bona-fide independent party, or with the express written consent of the Discloser, which will not be unreasonably withheld, the Recipient will not, from the date of this Agreement be directly or indirectly involved with a business which is in direct competition with the particular business line of the Discloser that the Recipient was working during any time in the last year of retainer with the Discloser.

From the date of this Agreement, the Recipient will not divert or attempt to divert from the Discloser any business the Discloser had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Retainer.

Ownership and Title

The Recipient acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Discloser. Accordingly, the Recipient specifically agrees and acknowledges that the Recipient will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-mark or trade names, notwithstanding the fact that the Recipient may have created or contributed to the creation of that Confidential Information.

The Recipient does hereby waive any moral rights that the Recipient may have with respect to the Confidential Information.

The Confidential Information will not include anything developed or produced by the Recipient during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-mark or copyright that:

was developed without the use of any equipment, supplies, facility or Confidential Information of the Discloser;

was developed entirely on the Recipient’s own time;

does not relate to the actual business or reasonably anticipated business of the Discloser;

does not relate to the actual or demonstrably anticipated processes, research, or development of the Discloser; and

does not result from any work performed by the Recipient for the Discloser.

The Recipient agrees to immediately disclose to the Discloser all Confidential Information developed in whole or in part by the Recipient during the term of this contract and to assign to the Discloser any right, title or interest the Recipient may have in the Confidential Information. The Recipient agrees to execute any instruments and to do all other things reasonably requested by the Discloser (both during and after the term of the program) in order to vest more fully in the Discloser all ownership rights in those items transferred by the Recipient to the Discloser.

Remedies

The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Discloser. Accordingly, the Recipient agrees that the Discloser is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

The Recipient agrees that, upon request of the Discloser, or in the event that the Recipient ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Retainer, the Recipient will turn over to the Discloser all documents, disks or other computer media, or other material in the possession or control of the Recipient that:

may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or

is connected with or derived from the Recipient’s services to the Discloser.

Notices

In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Discloser prompt written notice of such request so the Discloser may seek an appropriate remedy or alternatively to waive the Recipient’s compliance with the provisions of this Agreement in regards to the request.

If the Recipient loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Recipient will immediately notify the Discloser and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:

Name: Chakaura™ Institute of S.O.U.L.
Address: 1 Main St., Suite 400, Hawkesbury, ON

Recipient’s Legal Name and Legal Address as referred to in Section 1 of this Agreement.

Representations

In providing the Confidential Information, the Discloser makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade-mark infringement that may result from the use of such information.

Termination

This Agreement will not expire.

Assignment

Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

Amendments

This Agreement may only be amended or modified by a written and witnessed instrument executed by both the Discloser and the Recipient.

Governing Law

This Agreement will be construed in accordance with and governed by the laws of the Province of Quebec and Canada.

The parties expressly state that the English language will be the exclusive language of choice for the drafting and interpretation of this Agreement and any related documents.

General Provisions

Time is of the essence in this Agreement.

This Agreement may be executed in counterpart.

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.

The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Discloser in enforcing this Agreement as a result of any default of this Agreement by the Recipient.

The Discloser and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Discloser and the Recipient that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Recipient to give the Discloser the broadest possible protection to maintain the confidentiality of the Confidential Information.

No failure or delay by the Discloser in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

This Agreement will insure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Discloser and the Recipient.

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.