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NON-DISCLOSURE
 
 

Non-Disclosure and Confidentiality Agreement


  1. REGISTRATION
    By submitting your member online registration application form you agree to the terms and conditions of this Agreement. IdeaConnection Ltd. ("ICL") reserves the right to reject registration application forms in its sole discretion.
  2. DEFINITIONS
    "Confidential Information" means any information, data, or know-how, including, without limitation, ideas, concepts, trade secrets, technical know-how, product specifications, systems, plans, processes, procedures, techniques, methods, designs, customer and vendor lists, prospect lists, finances of the Client and any other information that the Client considers and treats as confidential, which is obtained directly or indirectly from the Client in any form, including without limitation, documentary, tangible, oral, visual or electronic.

    Confidential Information does not include information, technical data or know-how which (i) at the time of disclosure, is available to the general public, (ii) at a later date, becomes available to the general public through no fault of Member and then only after such later date, (iii) is received by Member at any time from a third party without breach of a non-disclosure or confidentiality obligation to the Client, (iv) as shown by proper documentation, is known to Member at the time of disclosure, (v) as shown by proper documentation, is developed independently by Member, or (vi) is approved for disclosure by prior written permission of a corporate officer of the Client.
  3. REPRESENTATIONS AND WARRANTIES
    You represent and warrant that:

    1. All information provided by you regarding yourself and, if applicable, your business ("Member Information") is true, accurate, current, and complete information and you will maintain and update the Member Information to keep it true, accurate, current and complete;
    2. If you are an individual representing a business or other entity, you are authorized to enter into this Agreement on behalf of that business or entity.
  4. CONFIDENTIALITY
    Member agrees that they will, during the term of this Agreement and forever afterward, keep confidential and refrain from using, directly or indirectly, all of Client's information known or used by the Client in its business and not publicly known, including, but not limited to:

    1. All Confidential Information, including, without limitation, all concepts, techniques, processes, designs, cost data, software programs, algorithms, formulas, development or experimental work, work in process, and other technical know how or trade secrets;
    2. Customer and business associates/alliances information, including without limitation names and addresses, markets, goals and intentions, contacts, pricing data and knowledge of particulars of the Client's relationships and contracts with such.
    Member has no obligation or restriction with respect to confidential information which: a) has come into the public domain through no wrongful act of Member; b) has been lawfully received from a third party without breach of a confidentiality obligation; or c) is independently developed in good faith by Member (including pre-existing business/association contacts), with the burden of proof being on Member, and is approved for release or use by written authorization of the Client.
  5. MISCELLANEOUS
    1. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the undersigned parties, their successors and assigns.
    2. No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof. No waiver of a breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless granted in writing and signed by an authorized representative of the waiving party.
    3. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the other provisions shall remain in full force and effect, and the illegal, invalid or unenforceable provision shall be deemed replaced by a legal, valid and enforceable provision that most nearly reflects the intent of the parties in entering into this Agreement.
    4. Amendment. This Agreement shall not be amended other than in writing.
  6. TERMINATION
    ICL may terminate the Service or deny you or any other Member access to all or part of the Service without prior notice in its sole discretion. ICL shall have no responsibility to notify any third parties of the termination of the Service or ICL's denial of your access to the Service, and neither shall ICL have any responsibility for any consequences resulting from such lack of notification or access.
  7. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMERS
    ICL has no control over, and is not responsible for the acts or omissions of Clients, or the quality or legality of the Solutions sought by virtue of the publication of a Challenge. ICL does not warrant or guarantee the accuracy or completeness of any Challenge, nor endorse any Client.

    You expressly agree and understand that use of the Service is at your sole risk. The Service is provided "as is," without warranty of any kind.

    Neither ICL nor any Client nor any of their directors, employees, affiliates, agents, representatives, or licensors (collectively, "ICL Associates") shall be liable to Member or any third party for any compensatory, direct, indirect, incidental, special or consequential damages arising out of your access to or use of the Service or inability to gain access to or use the Service or out of any breach of any warranty.
  8. NOTICE
    Notices required or permitted under this Agreement to IdeaConnection shall be in writing and may be delivered by registered mail to:

    IdeaConnection Ltd.
    1800 Berlier Street #400
    Laval, Quebec, Canada
    H7L 4S4

    Notices required or permitted under this Agreement to Problem Solver shall be in writing and may be delivered by registered mail to the address in the Problem Solver’s electronic profile. Problem Solver agrees to ensure that such Profile is up to date.
  9. SEVERABILITY
    All provisions of this Agreement are to be construed as separate and distinct covenants and agreements, severable from all such other separate and distinct covenants and agreements. Should any provision or provisions of this Agreement be determined to be illegal, void or unenforceable, it or they shall be considered separate and severable and the remaining provisions shall continue in force and be binding upon the parties.
  10. ASSIGNMENT
    Member may not assign this Agreement to another party.
  11. APPLICABLE LAW
    This Agreement shall be governed by and construed under the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein, without giving effect to any choice of law rule that would result in the application of the laws of any other jurisdiction. The courts within the City of Victoria in the Province of British Columbia shall be the exclusive venue and shall have the exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Member hereby agrees to accept service of process by Canadian certified or registered mail, return receipt requested, or by any methods authorized by British Columbia law.
  12. ACCEPTANCE
    BY SELECTING THE "I AGREE" CHECKBOX ON THE MEMBER, PROBLEM SOLVER OR FACILITATOR SIGNUP FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND INTEND TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED HEREIN, AS WELL AS THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THE ICL TERM OF USE, PRIVACY POLICY AND COPYRIGHT NOTICES POSTED IN VARIOUS LOCATIONS ON THE IDEACONNECTION.COM WEBSITE.