Dr. Ruka Canada |
Dr. Ruka |
The CMVS' Non-Disclosure Agreement THIS AGREEMENT is effective this day of 2017, BETWEEN: THE CAMBRIDGE CENTER FOR MEDICAL & VETERINARY SCIENCES INC., a Corporation incorporated pursuant to the Federal Laws of Canada, (hereinafter "CMVS") AND ............................................................................................................................. Print or type your / Institution name (hereinafter "CONFIDANT") WHEREAS CMVS and CONFIDANT each possess certain valuable, proprietary, technical and - or economic information including, by way of example and limitation, financial statements, balance sheets, income statements, marketing plans, sales (services) projections, the names and background of investors or individuals involved in programs in the field of human/veterinary medicine, surgery and tissue/organ transplantation generally (but not limited to) and, more specifically, such information related to each Party's present operations (said "Information") or attached, as the Parties hereby may agree, a schedule specifically detailing that information which is being given and on which confidentiality is expected; AND WHEREAS each Party is desirous of acquiring said Information of the other Party for the sole purpose of evaluating a possible strategic alliance between CMVS and CONFIDANT (said "Purpose"). NOW THEREFORE in consideration of these premises and the following numbered conditions, each Party is willing to disclose to the other Party certain of said Information sufficient in the opinion of the disclosing Party to enable the Parties to carry out said Purpose: 1. For AN UNLIMITED PERIOD OF TIME FROM THE EFFECTIVE DATE OF THIS AGREEMENT, or such shorter period of time as the Parties hereby may agree, each Party receiving said Information (the "Receiving Party") from the other Party (the "Disclosing Party") shall utilize said Information of the Disclosing Party only for said Purpose and to disclose said Information of the Disclosing Party to any third party in whole or in part, except as may be authorized in writing by the Disclosing Party. 2. Permission is hereby given by each Disclosing Party for the disclosure of said Information only to the legal and financial advisors which have a clear understanding of the confidential nature of said Information and agree to be bound under the same obligation to maintain its confidentiality as set forth hereunder and to restrict the use thereof solely for said Purpose. In addition, without the prior written consent of the other Party, each Party will not, and will direct its representatives, not to, disclose to any person either the fact that discussions or negotiations are taking place concerning a possible transaction between the parties or any of the terms, conditions, or other facts with respect to any such possible transactions including the status thereof. 3. As used in this Agreement, "Information" shall not include information which: (i) is already in the Receiving Party's possession, provided such Information is not known by the Receiving Party to be subject to another confidentiality agreement with or other obligation of secrecy to the Disclosing Party, or (ii) becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its advisors, or (iii) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its officers, employers, agents or advisors, provided that such source is not known by the Receiving Party to be bound by a Confidentiality Agreement with or other obligation of secrecy to the Disclosing Party or another party; 4. Each Party acknowledges that said Information of the Disclosing Party is and shall remain the property of the Disclosing Party and upon request shall be returned promptly to the Disclosing Party together with all reproductions thereof in any form. 5. Each Receiving Party recognizes the sensitive nature of said information transferred to the Receiving Party pursuant to this agreement and that damages would be difficult to ascertain in the event of a breach. Therefore, the Receiving Party hereby agrees that the Disclosing Party shall have the right to injunctive relief in the event of a breach of this Agreement by the Receiving Party. 6. This Agreement shall reflect the entire Agreement between the Parties with respect to the subject matter hereof and shall supersede any prior agreements or understandings whether oral or in writing with respect thereto. This Agreement will be governed and constructed in accordance with the laws of the Province of Ontario Applicable to Agreements made and to be performed within such Province. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their respective duly authorized and empowered Representatives as of the effective date set forth above. FOR: FOR: THE CAMBRIDGE CENTER FOR MEDICAL CONFIDANT: ..................................................................... & VETERINARY SCIENCES INC. (CMVS) Print or type your / Institution name REPRESENTED BY: REPRESENTED BY: Miroslaw P. Ruka, D.V.M., Ph.D. ..................................................................................... Print or type your name POSITION HELD: President POSITION HELD: ..................................................................................... ........................................................................... ..................................................................................... Signature Signature WITNESS: ....................................................... WITNESS: ................................................................. Signature Signature |
Copyright 2017 © The Cambridge Center for Medical & Veterinary Sciences Inc. (CCMVS). All rights reserved. |
The Cambridge Center for Medical & Veterinary Sciences Inc. (CMVS) |
Including Investor(s) willing to immigrate to Canada (Ontario) on a Business Visa (for more information contact immigration officer at the nearest Canadian embassy / consulate) |