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Non Employee Confidentiality Agreement Template for Canada

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Key Requirements PROMPT example:

Non Employee Confidentiality Agreement

"I need a Non-Employee Confidentiality Agreement for a technology consultant who will be accessing our source code and customer database for a software development project starting March 2025, with special emphasis on data protection and cross-border data transfer provisions as they'll be working remotely from the US."

Document background
The Non-Employee Confidentiality Agreement is essential for organizations operating in Canada that need to share sensitive information with external parties while maintaining legal protection. This document is typically used when engaging consultants, contractors, vendors, or other third parties who require access to proprietary information to perform their services. The agreement ensures compliance with Canadian privacy laws, including PIPEDA and provincial legislation, while protecting trade secrets, intellectual property, and other confidential business information. It includes specific provisions for data protection, permitted uses, and return or destruction of confidential information, along with enforcement mechanisms under Canadian law.
Suggested Sections

1. Parties: Identifies the disclosing party and receiving party, including full legal names and addresses

2. Background: Explains the context and purpose of the agreement, including the relationship between the parties

3. Definitions: Defines key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including non-disclosure, non-use, and protection requirements

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and authorized recipients

7. Security Measures: Required procedures and safeguards for protecting confidential information

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Term and Termination: Duration of the agreement and conditions for termination

10. Survival: Obligations that continue after termination of the agreement

11. Remedies: Legal remedies available in case of breach, including injunctive relief

12. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Competition: Restrictions on competitive activities, used when confidential information could provide competitive advantage

2. Non-Solicitation: Restrictions on soliciting employees or customers, included when relationship involves access to sensitive relationship information

3. Data Privacy Compliance: Specific provisions for PIPEDA compliance, used when confidential information includes personal information

4. International Transfer of Data: Provisions for cross-border data transfer, included when parties operate in multiple jurisdictions

5. Intellectual Property Rights: Specific IP provisions, used when confidential information includes patentable inventions or copyrightable works

6. Audit Rights: Right to audit compliance with security measures, included for high-sensitivity information

7. Insurance Requirements: Obligations to maintain specific insurance coverage, used in high-risk situations

8. Force Majeure: Provisions for unforeseen circumstances, included when long-term obligations exist

Suggested Schedules

1. Schedule A - Detailed Description of Confidential Information: Comprehensive list of specific confidential information covered by the agreement

2. Schedule B - Authorized Recipients: List of individuals or roles authorized to receive confidential information

3. Schedule C - Security Protocols: Detailed security procedures and requirements for protecting confidential information

4. Schedule D - Return/Destruction Certificate: Form for certifying the return or destruction of confidential information

5. Appendix 1 - Data Privacy Requirements: Specific requirements for handling personal information under applicable privacy laws

6. Appendix 2 - Specific Project Details: Details of specific project or context in which confidential information will be shared

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






























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Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Biotechnology

Research and Development

Energy

Telecommunications

Retail

Education

Media and Entertainment

Real Estate

Construction

Automotive

Relevant Teams

Legal

Human Resources

Procurement

Information Technology

Research and Development

Business Development

Operations

Finance

Compliance

Information Security

Corporate Affairs

Innovation

Product Development

Contract Administration

Relevant Roles

Chief Executive Officer

Legal Counsel

Human Resources Director

Project Manager

Procurement Manager

Research Director

Business Development Manager

IT Security Manager

Operations Manager

Finance Director

Department Head

Compliance Officer

Contract Administrator

Vendor Relations Manager

Innovation Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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