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TO: Jones Lang LaSalle Real Estate Services, Inc. ("JLL Canada")
AND TO: VENSURIS COMM ONE INC. ("Client")
RE: Confidentiality Agreement – The Addison: 1250 Afton Drive, Sarnia, Ontario (“Property”)
WHEREAS, JONES LANG LASALLE REAL ESTATE SERVICES, INC. (“JLL Canada”), and the Signee of this Confidentiality Agreement (“Receiving Party”), are engaged in business discussions of a sensitive nature pertaining to 1250 Afton Drive, Sarnia, Ontario (the “Property”) on behalf of JLL Canada’s client VENSURIS COMM ONE INC. (“Client”), which have or may require the disclosure by JLL Canada to the Receiving Party of confidential, intellectual property and proprietary information, including trade secrets and the fact that these discussions are taking place, hereinafter referred to as “INFORMATION”; and
WHEREAS, both parties wish to maintain the confidential and proprietary nature of the INFORMATION;
NOW THEREFORE, in consideration of the business discussions between the parties giving access to such INFORMATION, and in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:
1. Receiving Party will notify each employee, agent, affiliate or consultant involved in the business discussions or who may have any occasion to view, handle, or obtain any of the INFORMATION, of the terms of this Agreement. Receiving Party further agrees that such INFORMATION will be made available only to those of its respective employees, agents, affiliates or consultants who are concerned with this subject.
2. For a period of three (3) years from the date of disclosure of INFORMATION pursuant to this Agreement, Receiving Party, (including its employees, agents, affiliates and consultants) shall not disclose any INFORMATION it receives from JLL Canada including data, drawings, information and other materials to any other person, firm or corporation, or use the INFORMATION for its own or any other party's benefit, except as contemplated by this Agreement. Receiving Party shall use as a minimum the same degree of care to avoid disclosure or use of the INFORMATION as it employs with respect to its own confidential and proprietary information of like importance.
3. INFORMATION shall not be deemed confidential and proprietary, and Receiving Party shall have no obligation of confidentiality with respect to any INFORMATION which:
A. is already known and documented by Receiving Party, or
B. is or becomes publicly known through no wrongful act of Receiving Party; or
C. is rightfully received from a third party without any restriction known to Receiving Party and without breach of this Agreement; or
D. is independently developed by an employee, affiliate or agent of Receiving Party who had no knowledge of or access to such INFORMATION; or
E. is approved for release by written authorization from JLL Canada.
4. All INFORMATION provided or communicated by JLL Canada to Receiving Party shall be and remain the property of JLL Canada, and such INFORMATION, and any copies thereof, shall be promptly returned to JLL Canada upon written request from JLL Canada and shall remain confidential in accordance with this Agreement.
5. It is understood between the parties to this Agreement that neither party waives any rights in invention or development lawfully possessed by it at the time of disclosure. In addition, this Agreement does not imply any waiver of any right or action under the patent, trademark, copyright, unfair competition, fair trade or related laws.
6. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective subsidiaries, successors, assigns, legal representatives, and all corporations controlling them or controlled by them.
7. Receiving Party acknowledges and agrees that in the event of any breach of this Agreement, JLL Canada would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that JLL Canada, in addition to any other remedy to which it may be entitled in law or equity, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement, and to compel specific performance of this Agreement, without the need for proof of actual damages. Receiving Party also agrees to reimburse JLL Canada for all costs and expenses, including legal and expert fees and disbursements, incurred by or in enforcing its obligation hereunder.
8. BOTH PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT (SUCH AS NEGLIGENCE), OR OTHERWISE) RELATING TO THIS AGREEMENT. THE SUBMISSION OF ANY OFFER, INFORMATION AND/OR ANY DRAFT PURCHASE AGREEMENT FOR EXAMINATION IS NOT INTENDED TO, NOR WILL IT, CONSTITUTE AN OFFER TO SELL THE PROPERTY, OR A RESERVATION OF, OR OPTION OR PROPOSAL OF ANY KIND FOR THE SALE OR PURCHASE OF THE PROPERTY. IN NO EVENT WILL THE SUBMISSION OF THE INFORMATION OR DRAFT PURCHASE AGREEMENT CREATE ANY OBLIGATION OR LIABILITY UPON CLIENT OR JLL CANADA WHATSOEVER. WE EXPRESSLY ACKNOWLEDGE AND AGREE THAT: i) THE SELECTION OF THE ULTIMATE PURCHASER OF THE PROPERTY (IF ANY) IS AT THE SOLE DISCRETION OF THE CLIENT ii) THE CLIENT IS UNDER NO OBLIGATION TO ACCEPT ANY PROPOSAL RECEIVED AS A RESULT OF THE INFOMRATION BEING DISTRIBUTED OR TO SELECT/AWARD A PURCHASER IF IT CHOOSES NOT TO FOR ANY REASON iii) THAT JLL CANADA AND ITS REPRESENTATIVES ARE NOT REQUIRED TO EXPLAIN WHY A PARTICULAR POTENTIAL PURCHASER WAS OR WAS NOT SUCCESSFUL UNLESS IT HAD FIRST RECEIVD INSTRUCTIONS IN WRITING FROM THE CLIENT TO DO SO AND IV) WE SHALL INDEMNIFY AND HOLD JLL CANADA, ITS PARENT AND AFFILIATES, REPRSENTATIVES AND THE CLIENT HARMLESS FROM ANY AND ALL LOSES, COSTS AND DAMAGES (INCLUDING LOSS OF PROFITS/COSNEQUENTIAL DAMAGES) THAT MAY OCCUR AS A RESULT OF RECEIVING PARTY NOT BEING AWARDED THE RIGHT TO PURCHASE THE PROPERTY FOR ANY REASON.
9. This Agreement embodies the entire understanding between the parties pertaining to the subject matter hereof. Any additions or modifications to this Agreement must be made in writing and must be signed by both parties.
10. This Agreement is made under, and shall be construed according to, the substantive laws of the Province of Ontario, Canada.
Agreed to IN WITNESS WHEREOF, the parties agree that the effective date of this Agreement shall be this day of 2023.