Contractor Non-Disclosure Agreement | Terms & Conditions
15219523 Canada Inc. o/a MVFA Design House with its registered office at 231 Annette Street, Toronto Ontario, Canada M6P 1P9 hereinafter referred to as (“MVFA”)
The supplier of goods and services referred to as (“CONTRACTOR”)
MVFA and CONTRACTOR wish to enter discussions to explore a business opportunity of potential mutual interest. MVFA expects that such discussions will involve the written or verbal disclosure and communication by MVFA to CONTRACTOR of certain confidential information; and MVFA undertakes at its discretion to provide the Confidential Information, as defined below, to CONTRACTOR for the purpose of allowing CONTRACTOR to evaluate its interest in entering into a business relationship with MVFA, subject to the terms and conditions set out in this Agreement.
Nothing in this Agreement obligates MVFA to disclose any particular data or information whether or not it is part of the Confidential Information. (“Confidential Information”) means any and all discoveries, inventions, processes, suppliers, methods, techniques, know-how, trade secrets, and intellectual property and proprietary rights relating to the subject matter identified in this Agreement, expressed in whatever form and may, depending on the nature and scope of such subject matter, include technical information, procedures, formulae, protocols, software, specifications, flowcharts, instructions, research, financial or marketing data, business plans, patent applications, and other documents and materials, and all modifications, variations, updates, enhancements and improvements thereof, owned by MVFA or any of its affiliates.
Confidential Information may include unique combinations of separate items, which individually may or may not be confidential. To constitute Confidential Information of MVFA as confidential, MVFA must designate or otherwise indicate that the Confidential Information is confidential at the time of disclosure, and if such disclosure was made in writing or in other tangible form, it was marked “confidential”, and if made orally, it was or will be reduced to writing or in other tangible form and marked “confidential” within 30 days of the oral disclosure.
Return of Confidential Information.
CONTRACTOR will, upon request by MVFA, return all Confidential Information and copies thereof (including notes and any other tangible forms containing any portion of the Confidential Information) to MVFA, or will destroy such Confidential Information and copies as directed by MVFA, except that CONTRACTOR may retain a copy of all Confidential Information as a record of its obligations under this Agreement.
The relationship contemplated between the parties, should the parties agree to enter into the business opportunity, would be that CONTRACTOR becomes an independent contractor to MVFA and nothing in this Agreement will be construed as establishing an agency, partnership, joint venture, or employment relationship between the parties.
No party has the authority to act on behalf of the other party, or to commit the other party in any manner at all or cause the other party's name to be used in any way not specifically authorized by this Agreement.
As an independent contractor you recognize that MVFA is purchasing goods or services from CONTRACTOR for exclusive resale, and CONTRACTOR hereby agrees that MVFA's (“CUSTOMERS”) and (“SUPPLIERS”) are proprietary to MVFA. CONTRACTOR further agrees to not solicit or approach MVFA's CUSTOMERS or SUPPLIERS directly, if you sell any goods directly to MVFA's CUSTOMERS, or if you purchase any goods directly from MVFA's SUPPLIERS, any such sales or purchases will be subject to a minimum (“ROYALTY FEE”) of twenty five Percent (25%) of the total value of the purchase order or final invoice, whichever is greater excluding any discounts given. ROYALTY FEE is payable to MVFA upon receipt of payment for any such goods or services sold to any of MVFA's CUSTOMERS, or upon payment for any such goods or services purchased from any of MVFA's SUPPLIERS. CUSTOMERS and SUPPLIERS for the purposes of this Agreement will be defined as any person, company, entity, or affiliate engaged in a purchase and/or sale relationship with CONTRACTOR that within the twelve (12) months prior to engaging in this Agreement with MVFA, were not in a direct purchase and sale relationship with CONTRACTOR or any of its affiliates.
Design & Production
All rights in pattern, artwork, graphics, or design of goods or services covered by this Agreement belong to MVFA. CONTRACTOR hereby agrees not to cause or permit, either directly or indirectly, any such pattern, artwork, graphics, or design to be copied, reproduced, or reconstructed in an attempt to render the goods non-proprietary. For clarity, design of goods for this Agreement will be defined as; (A) styling (B) colour combination or colour offering (C) using similar fabric, fabric construction, or fabric weight, (D) design specifications which for this Agreement will be defined as any seven (7) technical measurements that are the same or that are not greater than or less than two times the measurement’s tolerance as detailed within the design specifications package of the goods covered under this Agreement, (E) similar graphic art and graphic art placement, or (F) similar labeling and label placement, or (G) packaging that could be reasonably be considered as part of the design of the goods covered under this Agreement. For further clarity, any goods that do not have seven (7) points of differentiation from the foregoing list will be considered proprietary and will be subject to a ROYALTY FEE of Twenty Five Percent (25%) of the total value of the purchase order or final invoice, whichever is greater, including any duty, freight, or importation costs, and excluding any discounts given. ROYALTY FEE is payable to MVFA from CONTRACTOR upon receipt of such goods by any CUSTOMER(S) whatsoever other than MVFA.
This Agreement is governed by, and will be construed in accordance with the laws of the jurisdiction in which MVFA is situated and the laws of Canada applicable therein, without regard to any choice or conflict of laws, rule or principle, that will result in the application of the laws of any other jurisdiction.
The parties agree that any and all disputes and controversies arising from, connected with, or relating to this Agreement, including relating to the construction, meaning, performance or effect of this Agreement or any breach thereof (collectively “Disputes”) will be resolved by the courts sitting in the city in which MVFA is situated regarding any Dispute, and each party irrevocably and unconditionally attorns to the exclusive jurisdiction of such courts, and all courts competent to hear appeals therefrom, for that purpose.
The receipt and acceptance by CONTRACTOR of any payment from MVFA shall constitute the CONTRACTORS’s understanding of the Terms and Conditions of this non-disclosure Agreement and the full acceptance of the terms and conditions specified herein.