In order to help you building your event, we can provide 3D files. Please read our Confidentiality & Non-Disclosure Agreement and check the box below to agree.
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WHEREAS the Parties wish to maintain the confidential nature of all information pertaining directly or indirectly to the Project.
ACCORDINGLY, the Parties agree as follows:
As used herein, the term “Confidential Information” shall mean all the information provided by MSR to the Recipient in the form of the following:
1. all technical and non-technical information including, without limitation, patent, trade secret and proprietary information, techniques, sketches, drawings, 2D & 3D models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents and formulae, any and all of which relate to the past, present, future or proposed products and services of the Disclosing Party, and including, without limitation, information concerning research, experimental and development work, design details, specifications and engineering information, financial information, customer lists, business forecasts, sales and marketing plans, and all such other information which may be revealed to the Recipient by the Disclosing Party for the purpose(s) described in this Agreement, and which has been supplied in any form (whether print, hard copy, electronic, or otherwise) by MSR to the Recipient and designated in writing, or orally, by the Disclosing Party as “Confidential,” “Restricted”, “Secret,” or similar term; or
2. tangible information, including all reproductions thereof, supplied in any form (whether print, hard copy, electronic, or otherwise) which has been disclosed by the Disclosing Party to the Recipient and marked as “Confidential,” “Restricted,” “Secret”, or other similar term; or
3. information which is observed by the Recipient during a visit to the Disclosing Party’s facility and which is identified or designated as being confidential and confirmed in writing or orally as “Confidential,” “Restricted,” “Secret”, or other similar term; or other similar term. Notwithstanding the foregoing, Confidential Information shall exclude information which:
a) was known to a party or a matter of public knowledge at the time of its disclosure to the other party;
b) was disclosed legally by a third party;
c) must be disclosed by virtue of any law or regulation applicable and in force;
d) was independently acquired or developed by a party without breach of this agreement.
4. The parties undertake:
a) To preserve the confidential character of all Confidential Information. Thus, unless it obtains the written consent of a duly authorized representative of the other party who disclosed the information, no Confidential Information shall be disclosed by a party or by one of its representatives, in any manner whatsoever, in whole or in part;
b) Not to use Confidential Information except for the purposes of the Project;
c) Not to disclose Confidential Information or authorize anyone to disclose it, except to its directors, senior executives, employees or any other person participating in the Project (the “Representatives”), on condition that these Representatives are advised of the confidential character of this information and have expressly agreed in advance to be bound by the provisions of this Agreement. In all events, each party shall be fully liable for any breach of this Agreement by that party’s personnel.
5. The Recipient shall not use any Confidential Information for any purpose other than to evaluate
sound and light setup and applications on Stageline’s products and in no event shall any party or
any of its Representatives use any Confidential Information to compete, directly or indirectly, with
the other parties.
6. All Confidential Information shall remain the property of the respective parties. The Parties recognize and agree that nothing contained in this Agreement shall be construed as a grant of any property rights, by license or otherwise, to any Confidential Information, or to any invention or any patent right that has been issued or that may be issued, based on the Confidential Information.
7. The parties make no representation and give no guarantee as to the accuracy, reliability or completeness of Confidential Information transmitted to the other parties. Each party thus remains completely responsible for the use of Confidential Information.
8. The Parties agree to be held liable for the default of any of their Representatives to comply with any provision of this Agreement.
9. The Parties’ obligations with respect to Confidential Information under this Agreement shall be in addition to any other obligations with respect to Confidential Information under any other agreements, previously or hereafter entered into by the Parties.
10. If any clause of this Agreement is nullified or ruled to be inoperative by a competent court, the
other clauses of this Agreement shall nonetheless remain in force.
11. No provision of this Agreement may be modified, except by written instrument duly signed and
acknowledged by an authorized officer of both Parties.
12. This Agreement shall be effective as of the above-mentioned date. All obligations of the Parties with respect to the use and protection of Confidential Information shall remain binding indefinitely, unless a court of competent jurisdiction determines otherwise, in which case, such obligations shall remain binding as long as legally determined.
13. This Agreement shall be governed and interpreted by the laws in force in the Province of Québec, Canada, without regard to conflict of rules.
14. A facsimile or electronic consent for this Agreement shall be legally binding and enforceable.
15. This Agreement shall benefit and bind the Parties, their successors, representatives and assignees. This Agreement shall not be assigned or transferred by any of the arties in whole or in part without the prior written consent of both Parties. 16. The Parties requested that it be drafted in the English language. Les parties aux présentes ont demandé que cette entente soit rédigée en langue anglaise.