Jane Alliance Neighbourhood Services

Confidentiality Agreement

THIS CONFIDENTIALITY AGREEMENT (THE “AGREEMENT”) DATED THIS _____ DAY OF _______________, _______.

BETWEEN

Jane Alliance Neighbourhood Services of 909 Jane Street, Suite 205, Toronto ON M6N 4C6

(the “Provider”)

OF THE FIRST PART

-AND-

Staff, Volunteers and Board Members of 909 Jane Street, Suite 205 Toronto ON M6N 4C6

(the “Recipient”)

OF THE SECOND PART

BACKGROUND

• The Provider and the Recipient desire to enter into a confidentiality agreement with regards to the disclosure of information accessed and shared.

(the “Permitted Purpose”)

• In connection with the Permitted Purpose, the Recipient will receive certain confidential information (The ‘Confidential Information’)

In consideration of and as a condition of the Provider providing the confidential 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

1. All written and oral information and materials disclosed or provided by the Provider to the Recipient under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Recipient.

2. ‘Confidential Information’ means all data and information relating to the business and management of the Provider, including proprietary and trade secret technology and accounting records to which access is obtained by the Recipient, including Work Produce, Production Processes, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customers.

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

4. Except as otherwise provided in this Agreement, the Confidential Information will remail the exclusive property of the Provider 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 Provider or any of its affiliates or subsidiaries.

5. 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 will continue for a period of (1) year from the date of such expiration or termination.

6. The Confidential Information may be shared if either verbal or written consent is given for disclosure.

Ownership and Title

Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of the Provider.

Remedies

In the case where Confidential Information was disclosed and the Agreement was breached, the Provider is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient, any of its personnel, and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidentiality Information.

IN WITNESS WHEREOF Jane Alliance Neighbourhood Services and its Staff, Volunteers and Board Members have duly affixed their signatures under hand and seal on this ______________________day of _______________________, ________________

Jane Alliance Neighbourhood Services (Provider)

Name (please print)_________________________________________:

Per: _______________________________(SEAL)

Staff, Volunteers and Board Members (Recipient)

Name (please print)_________________________________________

Per:________________________________(SEAL)