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Perpetual Non Disclosure Agreement for Canada

Perpetual Non Disclosure Agreement Template for Canada

A comprehensive Canadian-law governed Perpetual Non-Disclosure Agreement designed to protect confidential information indefinitely. This agreement provides robust protection for trade secrets, proprietary information, and other confidential materials under Canadian federal and provincial laws. It incorporates specific provisions to ensure compliance with Canadian privacy legislation, including PIPEDA where applicable, and includes enforcement mechanisms available under Canadian law. The agreement is structured to maintain confidentiality obligations that survive in perpetuity, making it particularly suitable for protecting long-term trade secrets and fundamental business information.

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What is a Perpetual Non Disclosure Agreement?

This Perpetual Non-Disclosure Agreement is designed for use in situations where parties need to ensure long-term protection of confidential information under Canadian law. It is particularly suitable for scenarios involving trade secrets, proprietary technology, or sensitive business information that requires indefinite protection. The agreement complies with Canadian federal and provincial privacy laws, including PIPEDA where applicable, and provides comprehensive coverage for various types of confidential information including technical data, business strategies, intellectual property, and trade secrets. This document is commonly used in business relationships, potential partnerships, employee relationships, and consultancy arrangements where the disclosing party needs to ensure that their confidential information remains protected without a specific time limitation.

What sections should be included in a Perpetual Non Disclosure Agreement?

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and purpose of sharing confidential information

3. Definitions: Definition of confidential information, affiliated entities, representatives, and other key terms

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

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

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon request or termination

9. Perpetual Nature and Survival: Provisions establishing the perpetual duration of obligations

10. Remedies: Available remedies in case of breach, including injunctive relief

11. General Provisions: Standard contractual provisions including governing law, entire agreement, and severability

What sections are optional to include in a Perpetual Non Disclosure Agreement?

1. Residual Knowledge: Provisions addressing use of non-confidential knowledge retained in memory, used when dealing with professional service providers

2. Data Privacy Compliance: Specific provisions for PIPEDA compliance when personal information is involved

3. Export Control: Provisions for international data transfers, used when parties are in different jurisdictions

4. Competitive Activities: Provisions clarifying that the agreement does not restrict certain competitive activities, used when parties are competitors

5. Assignment and Succession: Provisions for corporate restructuring scenarios, used when parties anticipate possible organizational changes

6. Third Party Beneficiaries: Provisions protecting affiliated entities, used when group companies are involved

7. Non-Solicitation: Restrictions on soliciting employees or customers, used in business relationship contexts

8. Marking Requirements: Specific requirements for marking confidential information, used in sophisticated business relationships

What schedules should be included in a Perpetual Non Disclosure Agreement?

1. Schedule A - Designated Representatives: List of authorized individuals who may receive or handle confidential information

2. Schedule B - Security Protocols: Detailed security procedures and requirements for handling confidential information

3. Schedule C - Categories of Confidential Information: Specific categories or types of confidential information covered

4. Appendix 1 - Acknowledgment Form: Form for representatives to acknowledge confidentiality obligations

5. Appendix 2 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

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

Jurisdiction

Canada

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions























Clauses

























Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Biotechnology

Research & Development

Energy

Telecommunications

Aerospace & Defense

Consumer Goods

Media & Entertainment

Relevant Teams

Legal

Compliance

Human Resources

Information Technology

Research and Development

Business Development

Executive Leadership

Operations

Procurement

Information Security

Finance

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Compliance Officer

Business Development Manager

Human Resources Director

Chief Technology Officer

Research Director

Project Manager

Procurement Manager

Information Security Officer

Chief Financial Officer

Operations Manager

Innovation Director

Partnership 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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