Non-Disclosure Agreement

To gain access to our confidential I.P. portfolio please copy and paste the following Non-Disclosure document into the form below. Then edit where needed and send to us with your name and contact information placed at the end of the agreement. We will then get back to you promptly with a Password code.

By doing so you legally agree to the provisions laid out in the following Non-Disclosure document. We look forward to having you peruse our unique and confidential intellectual properties.

Inter-Sphere Productions Inc. 

This Confidentiality Agreement (“Agreement”) is entered into on this [____] day of [______], 2022 (“Effective Date”), by and between Inter-Sphere Productions Inc. having its principal place of business at 2821 Parkview Drive, Victoria B.C., Canada V9A2J3 (“Inter-Sphere Productions Inc.”); and [_______________________________], having its principal place of business and/or residence at [________________________] (“Residence and/or Company”). Inter-Sphere Productions Inc. and Individual and/or Company shall hereinafter be referred to individually as a “Party” and collectively as “Parties”. 

WHEREAS, either Party may disclose, from time to time, Confidential Information (as defined hereunder), to the other Party, pertaining to their respective activities, whether financial, technological or other, for the purpose of examining a potential business engagement between the Parties in connection with Inter-Sphere Productions Inc. products and/or services (“Purpose”), and other information deemed by either Party as being Confidential Information; and WHEREAS, the Parties would like to protect the confidentiality of, maintain their respective rights in, and prevent the unauthorized use and disclosure of such Confidential Information; NOW, THEREFORE, the Parties hereby agree as follows:

1. 	Confidential Information. The Parties agree that all information disclosed by the disclosing Party to the receiving Party, through direct access of the website, whether in oral form, visual form or in writing, including but not limited to, all specifications, formulas, prototypes, computer programs and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents, intellectual properties, and other data and information (in whatever form), as well as improvements, patents (whether pending or duly registered, expired, abandoned or withdrawn), trade secrets and any know-how related thereto, relating to the disclosing Party, and information learned by the receiving Party from the disclosing Party through the inspection of the disclosing Party’s property, that relates to disclosing Party’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel or third-party confidential information, will be considered and referred to collectively in this Agreement as “Confidential Information”. Confidential Information shall not include information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving Party; (ii) the receiving Party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing Party; (iii) the receiving Party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; or (iv) the receiving Party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of the Confidential Information. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving Party shall provide prompt written notice of such court order or requirement to the disclosing Party to enable the disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

2. 	Non-disclosure and Non-use of Confidential Information. The receiving Party agrees to accept and use Confidential Information solely for the Purpose to evaluate its possible participation in the Disclosers business. The receiving Party will not disclose, publish or disseminate Confidential Information to a third party or any other party other than those of its employees and consultants with a need to know such in connection with the Purpose, and further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication or dissemination of Confidential Information, ensuring that such receiving Party’s employees and consultants fully perform the duties and obligations hereunder and in any event, the receiving Party shall remain liable at all times for any acts and/or omissions of its employees and consultants with respect to the disclosing Party’s Confidential Information. 

The receiving Party will immediately notify the disclosing Party in the event of any loss or unauthorized disclosure of any Confidential Information. The receiving Party agrees not to use Confidential Information otherwise for its own or any third party’s benefit without the prior written approval of an authorized representative of the disclosing Party in each instance. The receiving Party shall not reverse engineer, decompile or disassemble any Confidential Information disclosed to it by the disclosing Party. In performing its duties and obligations hereunder, the receiving Party agrees to use at least the same degree of care as it does with respect to its own confidential information of like importance but, in any event, at least reasonable care. Further, the receiving Party agrees that it shall not make any copies of the Confidential Information on any type of media, without the prior express written permission of the authorized representative of the disclosing Party. 

3. 	No License. All Confidential Information, and any derivatives thereof is and shall remain the property of the disclosing Party and no license or other rights to Confidential Information is granted or implied hereby to have been granted to the receiving Party, now or in the future. 


5. 	Return of Confidential Information. Upon the expiration or termination of this Agreement, or upon the disclosing Party’s written request,  the receiving Party must cease all use of Confidential Information received hereunder and return or destroy all such Confidential Information, as directed by the disclosing Party, including all copies thereof (irrespective of whether such copies were furnished by the disclosing Party or were prepared by the receiving Party), and, if destroyed, furnish the disclosing Party with written certification of destruction.

6. 	No Obligation or Joint Venture. Neither this Agreement nor the disclosure or receipt of Confidential Information shall constitute or imply any obligation or intention by either Party to make any purchase or sale or otherwise enter into any other business relationship with the other Party. Further, this Agreement is not a joint venture or other such business arrangement, and any agreement, if at all, between the Parties will be set forth in subsequent written agreements, at the absolute discretion of the Parties. For the avoidance of doubt, it is hereby clarified that disclosure of Confidential Information shall be at the sole discretion of the disclosing Party.

7. 	Equitable Relief. The receiving Party hereby acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm and significant injury to the disclosing Party that may be difficult to ascertain. Accordingly, the receiving Party agrees that the disclosing Party, in addition to any other right or remedy that it may have available to it at law or in equity, will have the right to seek and obtain immediate injunctive relief, in any competent jurisdiction, to enforce obligations under this Agreement without the necessity of proving actual damages, posting bond, or making any undertaking in connection therewith.

8. 	Governing Law. This Agreement shall be governed and construed solely in accordance with the laws of Canada, without giving effect to conflicts of law principles thereof, and only the courts in the province of British Columbia in Canada, shall have jurisdiction in any conflict or dispute arising out of this Agreement, except for the right of the disclosing Party to apply to any court of a competent jurisdiction, as set forth in Section 7.

9. 	Entire Agreement. This Agreement constitutes the entire agreement with respect to the Confidential Information disclosed herein and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information. This Agreement may not be amended except by the written agreement signed by authorized representatives of both Parties. 

10. 	Term. This Agreement shall govern the communications relating to Confidential Information between the Parties during the period of 5 years as of the Effective Date, unless terminated earlier by governing party, aka, Inter-Sphere Productions Inc. Governing Party agrees upon a 30-day written notice to the receiving Party. The confidentiality obligations set forth in this Agreement shall bind the Parties for a period of 5 years from the date of termination or expiration of this Agreement and furthermore, the provisions of Sections 3, 4, 6, 7, 8, 9 and 11 shall survive indefinitely. Notwithstanding the foregoing, nothing herein shall be construed to waive, abridge, or otherwise limit any protections afforded, under applicable law, to Confidential Information that consists of trade secrets even if such protections are greater and/or longer than the protections provided for under this Agreement.

11. 	Assignment. This Agreement shall not be assignable by either Party without the prior written consent of the other Party, and any purported assignment not permitted hereunder shall be construed null and void.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives.

Inter-Sphere Productions Inc.
By: John L. Coulson 
Founder – President
Inter-Sphere Productions inc.




Dated this day of _________________________		          
John L. Coulson
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