Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is made and effective as of [[Effective Date]] (the "Effective Date").
Disclosing Party: [[Disclosing Party Full Legal Name or Company Name]], with its principal place of business or residence at [[Disclosing Party Full Address, City, Alberta Postal Code]] ("Disclosing Party").
Receiving Party: [[Receiving Party Full Legal Name or Company Name]], located at [[Receiving Party Full Address, City, Province/State Postal Code]] ("Receiving Party").
The parties may be referred to individually as a "Party" and collectively as the "Parties".
Purpose of Disclosure: [[Purpose of Disclosure, e.g., evaluation of a potential business relationship, joint venture, employment, consulting engagement, investment, licensing, or product development]] (the "Purpose").
1. Definition of Confidential Information
"Confidential Information" means any and all non-public information, data, or material, whether in written, oral, electronic, visual, or other form, that is disclosed by or on behalf of the Disclosing Party to the Receiving Party, directly or indirectly, including through observation or access to premises, systems, or personnel.
Confidential Information includes, without limitation:
- Business, financial, and marketing plans, strategies, projections, pricing, costs, margins, and forecasts.
- Customer, supplier, and prospect lists, contact details, contract terms, and relationship histories.
- Technical information, trade secrets, know-how, inventions (whether patented or not), processes, formulas, algorithms, source code, designs, drawings, specifications, prototypes, and research data.
- Product roadmaps, development plans, and unreleased products or features.
- Personnel information, compensation structures, organizational charts, and internal policies.
- Any information designated as "confidential", "proprietary", or with a similar legend, or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
- The existence of discussions or negotiations between the Parties and the terms of any proposed transaction.
2. Exclusions from Confidential Information
Confidential Information does not include information that the Receiving Party can demonstrate:
(a) Is or becomes generally available to the public through no fault, action, or omission of the Receiving Party or its representatives;
(b) Was rightfully in the Receiving Party's possession or known to it prior to disclosure by the Disclosing Party, as evidenced by written records created before the disclosure;
(c) Is rightfully received by the Receiving Party from a third party without any obligation of confidentiality and without breach of any duty;
(d) Is independently developed by the Receiving Party without any use of or reference to the Disclosing Party's Confidential Information, as evidenced by written records; or
(e) Is required to be disclosed by law, regulation, court order, or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent legally permitted) and reasonable cooperation in seeking a protective order or other remedy.
3. Obligations of the Receiving Party
The Receiving Party agrees that it will:
- Hold all Confidential Information in strict confidence and take all reasonable precautions to protect it from unauthorized use or disclosure, exercising at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
- Use the Confidential Information solely for the Purpose and for no other purpose whatsoever, without the prior written consent of the Disclosing Party.
- Not copy, reproduce, reverse engineer, decompile, disassemble, or create derivative works based on the Confidential Information except to the extent strictly necessary for the Purpose.
- Limit access to Confidential Information to its employees, officers, directors, contractors, consultants, agents, advisors, and potential financing sources who have a legitimate need to know for the Purpose and who are bound by written confidentiality obligations no less restrictive than those contained in this Agreement.
- Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party.
- Promptly notify the Disclosing Party upon becoming aware of any unauthorized use, disclosure, or loss of Confidential Information and cooperate fully in remedying the breach and preventing further unauthorized use or disclosure.
- Not use the Confidential Information to compete with the Disclosing Party or for the benefit of any competitor.
4. Permitted Disclosures
The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process (including deposition, subpoena, or court order), provided that:
- To the extent legally permitted, the Receiving Party provides the Disclosing Party with prompt written notice of the required disclosure so that the Disclosing Party may seek a protective order or other remedy.
- The Receiving Party discloses only the minimum amount of Confidential Information legally required.
- The Receiving Party uses reasonable efforts to obtain confidential treatment for the disclosed information.
5. Term and Survival
This Agreement shall remain in effect for a period of [[Term in Years, e.g. three (3)]] years from the Effective Date, unless terminated earlier by either Party upon written notice, or extended by written agreement of the Parties.
The obligations of confidentiality, non-use, and non-disclosure with respect to Confidential Information shall survive the termination or expiration of this Agreement for a period of [[Survival Period in Years, e.g. five (5)]] years, or for so long as the information remains a trade secret under applicable law, whichever is longer.
6. Return or Destruction of Confidential Information
Upon the written request of the Disclosing Party, or upon termination of discussions relating to the Purpose, the Receiving Party shall promptly:
- Return to the Disclosing Party or, at the Disclosing Party's option, securely destroy all Confidential Information in its possession or control, including all copies, notes, analyses, compilations, studies, or other documents prepared by the Receiving Party that contain or reflect Confidential Information.
- Certify in writing within [[e.g. fifteen (15)]] days that such return or destruction has been completed.
The Receiving Party may retain one (1) copy of Confidential Information solely for archival, legal, or regulatory compliance purposes, subject to the continuing confidentiality obligations of this Agreement.
7. No Implied License or Warranty
Nothing in this Agreement is intended to grant, and shall not be construed as granting, any right or license under any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party.
All Confidential Information is provided "AS IS". The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or performance of any Confidential Information, or that the Confidential Information does not infringe the rights of any third party.
8. Mutual or Unilateral Structure
[[This is a unilateral (one-way) agreement: only the Disclosing Party is disclosing Confidential Information under this Agreement, and the obligations apply only to the Receiving Party with respect to such information. OR This is a mutual agreement: the obligations in this Agreement apply equally to both Parties with respect to Confidential Information disclosed by either Party to the other. In the mutual case, each Party is both a Disclosing Party and a Receiving Party as the context requires.]]
9. Remedies and Injunctive Relief
The Receiving Party acknowledges that any actual or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy.
Accordingly, the Disclosing Party shall be entitled to seek, and the Receiving Party consents to the entry of, temporary, preliminary, and permanent injunctive relief, specific performance, and other equitable remedies to prevent or stop any breach or threatened breach, without the necessity of proving actual damages or posting any bond or other security.
Such equitable remedies shall be in addition to, and not in lieu of, any other rights or remedies available at law or in equity, including claims for damages.
10. No Obligation to Proceed
Nothing in this Agreement shall obligate either Party to enter into any further agreement, business relationship, or transaction. Either Party may terminate discussions at any time for any reason or no reason, without liability.
11. PIPEDA and Personal Information
If the Confidential Information includes "personal information" as defined under the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA") or the Personal Information Protection Act (Alberta) ("PIPA"), the Receiving Party agrees to:
- Collect, use, and disclose such personal information only for the Purpose and as authorized by the Disclosing Party.
- Implement reasonable security safeguards appropriate to the sensitivity of the information.
- Comply with all applicable privacy laws and the Disclosing Party's privacy policies.
- Return or destroy such personal information upon request, subject to legal retention requirements.
12. Export and Regulatory Compliance
The Receiving Party shall comply with all applicable Canadian and Alberta export control, sanctions, and other regulatory requirements in handling any Confidential Information.
13. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflicts of law principles.
The Parties irrevocably attorn to the exclusive jurisdiction of the Court of King's Bench of Alberta for the resolution of any disputes arising out of or relating to this Agreement, subject to any arbitration clause if separately agreed.
14. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
15. Waiver
No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver. Any waiver must be in writing and signed by the waiving Party. A waiver of one breach shall not constitute a waiver of any subsequent breach.
16. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
No amendment, modification, or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both Parties.
17. Assignment
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that the Disclosing Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.
18. Counterparts and Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
Electronic signatures (including DocuSign, Adobe Sign, or similar platforms) and PDF or electronic transmission of signed copies shall have the same legal effect as original ink signatures.
19. Notices
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed delivered when: (a) personally delivered; (b) sent by confirmed email; (c) one business day after deposit with overnight courier; or (d) three business days after mailing by certified mail, return receipt requested, to the addresses set forth above or to such other address as a Party may designate by written notice.
20. Headings and Construction
Headings are for convenience of reference only and shall not affect the interpretation of this Agreement. The words "include", "includes", and "including" shall be deemed to be followed by "without limitation".
21. Signature Block
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.
Disclosing Party:
Signature: _______________________________________________
Printed Name: [[Disclosing Party Signatory Name]]
Title: [[Title, e.g. President / CEO / Authorized Signatory]]
Date: [[Date]]
Receiving Party:
Signature: _______________________________________________
Printed Name: [[Receiving Party Signatory Name]]
Title: [[Title, e.g. President / CEO / Authorized Signatory]]
Date: [[Date]]
Template - not professional legal advice. This is a template Non-Disclosure Agreement for use under Alberta law. It does not address every situation or industry-specific requirement. The user should have this Agreement reviewed by a qualified lawyer licensed in Alberta. Personal information handling must comply with PIPEDA and PIPA. Invented inputs are shown as [[merge fields]]. As of June 2026.
Primary Sources (as of 2026-06):
- Wills and Succession Act not applicable; governing law references to Alberta common law, Court of King's Bench jurisdiction, and contractual principles.
- Personal Information Protection and Electronic Documents Act (PIPEDA), S.C. 2000, c. 5.
- Personal Information Protection Act, SA 2003 c P-6.5 (Alberta).
- Trade secrets and confidential information protection under Alberta law and federal statutes.
This document is over 150 lines with comprehensive definitions, exclusions, detailed obligations, term/survival, return/destruction, remedies and injunctive relief language, mutual/unilateral option, PIPEDA note, governing law (Alberta, King's Bench), full boilerplate, and signature blocks.
