WHEREAS, the parties to this agreement wish to disclose certain of their Confidential Information during the course of discussions and negotiations aimed at creating a business relationship;
NOW THEREFORE, the parties hereto agree as follows:
1. For the purpose of this Agreement, Confidential Information shall mean any information and data of a confidential nature, including but not limited to proprietary, developmental, technical, marketing, sales, operation, performance, cost, knowledge, business and process information, computer programming techniques, and all records bearing media containing or disclosing such information and techniques which is disclosed pursuant to this Agreement.
2. All Confidential Information exchanged between the parties pursuant to this Agreement:
(a) shall, if in written physical form, be marked "Confidential" or similarly designated by the disclosing party before being turned over to the receiving party;
(b) shall not be copied or distributed, disclosed, or disseminated in any way or form by the receiving party to anyone except its own employees, contractors, or associates who have a reasonable need to know said Confidential Information.
(c) shall not be used by the receiving party for its own purposes or any other purpose except the purpose set forth above and in business arrangements with the disclosing party except as otherwise expressly stated herein, without the express written permission of the disclosing party.
3. Unless otherwise mutually agreed in writing, the receiving party's obligations hereunder with respect to each item of Confidential Information shall never terminate.
4. This Agreement shall be effective as of the date of the last signature as written below. It may be terminated with respect to further disclosures upon thirty (30) days prior notice in writing. The rights and obligations accruing prior to termination, as set forth herein, shall, however, survive the termination as specified in this Agreement.
5. This Agreement represents the entire understanding and agreement of the parties and supersedes all prior communications, agreements, and understanding relating to the subject matter hereof. The provision of this Agreement may not be modified. This Agreement may not be assigned by either party without the prior written consent of the other. This Agreement is made subject to and shall be construed under the laws of Alberta.