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ZERO WIRES SOLUTIONS

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Privacy Policy

IN CONSIDERATION OF and as a condition of providing the Confidential Information to Zero Wires Solutions 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 to Zero Wires Solutions 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 Zero Wires Solutions.
  2. 'Confidential Information' means all data and information relating to the business and management of , including proprietary and trade secret technology and accounting records to which access is obtained by Zero Wires Solutions, including Work Product, Production Processes, Other Proprietary Data, Business Operations, Computer Software, Computer Technology, Marketing and Development Operations, and Customers.
    1. Confidential Information will also include any information which has been disclosed by a third party to and governed by a non-disclosure agreement entered into between the third party and . Confidential Information will not include information that:
      1. is generally known in the industry of ;
      2. is now or subsequently becomes generally available to the public through no wrongful act of Zero Wires Solutions;
      3. Zero Wires Solutions rightfully had in its possession prior to the disclosure to Zero Wires Solutions by ;
      4. is independently created by Zero Wires Solutions without direct or indirect use of the Confidential Information; or
      5. Zero Wires Solutions rightfully obtains from a third party who has the right to transfer or disclose it.
    2. 'Work Product' means work product resulting from or related to work or projects performed or to be performed for or for clients of , of any type or form in any stage of actual or anticipated research and development;
    3. 'Production Processes' means processes used in the creation, production and manufacturing of the Work Product, including but not limited to formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
    4. 'Other Proprietary Data' means information relating to 's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
    5. 'Business Operations' means internal personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting 's business;
    6. 'Computer Software' means all sets of statements, instructions or programs, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
    7. 'Computer Technology' means all scientific and technical information or material pertaining to any machine, appliance or process, including specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
    8. 'Marketing and Development Operations' means marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of which have been or are being discussed; and
    9. 'Customers' means names and customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by clients of .


    Confidential Obligations

  3. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of ; and will only be used by Zero Wires Solutions for the Permitted Purpose. Zero Wires Solutions will not use the Confidential Information for any purpose which might be directly or indirectly detrimental to or any of its affiliates or subsidiaries.
  4. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on Zero Wires Solutions 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 five (5) years from the date of such expiration or termination.
  5. Zero Wires Solutions may disclose any of the Confidential Information:
    1. to such of its employees, agents, representatives and advisors that have a need to know for the Permitted Purpose provided that:
      1. Zero Wires Solutions has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of confidentiality, non-use and non-disclosure as Zero Wires Solutions;
      3. Zero Wires Solutions agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. Zero Wires Solutions agrees to be responsible for and indemnify for any breach of this Agreement by its personnel.
    2. to a third party where has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.


    Non-Competition

  6. Other than with the express written consent of , which consent may be unreasonably withheld, Zero Wires Solutions will not, for a period of two (2) years, be directly or indirectly involved with a business which is in direct competition with the business lines of that are the subject of this Agreement.
  7. For a period of two (2) years, Zero Wires Solutions will not divert or attempt to divert from any business had enjoyed, solicited, or attempted to solicit, from its customers, at the time the parties entered into this Agreement.

    Non-Solicitation
  8. Zero Wires Solutions, its affiliates, subsidiaries and representatives will not, for a period of three (3) years, directly or indirectly solicit for employment or employ any person who is now employed or retained by or any affiliate of without the prior written consent of .

    Ownership and Title
  9. Nothing contained in this Agreement will grant to or create in Zero Wires Solutions, either expressly or impliedly, any right, title, interest or license in or to the intellectual property of .

    Remedies
  10. Zero Wires Solutions agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to . Accordingly, Zero Wires Solutions agrees that is entitled to, in addition to all other rights and remedies available to it at law or in equity, to an injunction restraining Zero Wires Solutions, any of its personnel, and any agents of Zero Wires Solutions, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

    Return of Confidential Information
  11. Zero Wires Solutions will keep track of all Confidential Information provided to it and the location of such information. may at any time request the return of all Confidential Information from Zero Wires Solutions. Upon the request of or upon the expiration or termination, as the case may be, of this Agreement, Zero Wires Solutions will:
    1. return all Confidential Information to and will not retain any copies of this information; and
    2. destroy or have destroyed all memoranda, notes, reports and other works based on or derived from Zero Wires Solutions's review of the Confidential Information.

    Zero Wires Solutions will provide a certificate to that such materials have been destroyed or returned, as the case may be.

    Notices

  12. In the event that Zero Wires Solutions is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, Zero Wires Solutions will give to prompt written notice of such request so may seek an appropriate remedy or alternatively to waive Zero Wires Solutions's compliance with the provisions of this Agreement in regards to the request.
  13. If Zero Wires Solutions loses or makes unauthorized disclosure of any of the Confidential Information, Zero Wires Solutions will immediately notify and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  14. The address for any notice to be delivered to any of the parties to this Agreement is as follows:
  15. In providing the Confidential Information, makes no representations, either expressly or impliedly, as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trademark infringement that may result from the use of such information.

    Termination
  16. Either party may terminate this Agreement by providing written notice to the other party.

    Assignment
  17. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.

    Amendments
  18. This Agreement may only be amended or modified by a written instrument executed by both and Zero Wires Solutions.

    Governing Law
  19. This Agreement will be construed in accordance with and governed by the laws of the Province of Quebec.

    General Provisions
  20. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  21. Zero Wires Solutions is liable for all cost, expenses and expenditures including, and without limitation, the complete legal costs incurred by in enforcing this Agreement as a result of any default of this Agreement by Zero Wires Solutions.
  22. and Zero Wires Solutions acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is Zero Wires Solutions's intention to give the broadest possible protection against disclosure of the Confidential Information.
  23. No failure or delay by in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  24. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of and Zero Wires Solutions.
  25. This Agreement may be executed in counterparts.
  26. Time is of the essence in this Agreement.
  27. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

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