Confidentiality, Non-Disclosure & Non-Compete

By using and/or viewing the Internet site located at www.casebasix.com (the “Site” or “Service”) or any services and/or samples, content that is paid and/or unpaid, provided in connection with the Site, you and/or the institution and/or the department you represent, including but not limited to, a university, college, educational institution, corporation, non-profit, government organization, and so on, agree to these non-disclosure, non-compete and confidentiality Conditions.

This is an Agreement between Industri Basix Ltd. Or its affiliaties or Mayank Gupta (“Disclosing Party”) and the user (“Receiving Party”). Disclosing Party has disclosed or may disclose to the Receiving Party certain “Proprietary Information” as defined below and Receiving Party agrees to make no other use of such Proprietary Information or any portion thereof for any purpose other than as expressly set forth herein.  All Proprietary Information will be and will remain the sole property of the Disclosing Party.

In consideration of any disclosure and any negotiations concerning the contemplated business or non-business relationship, Disclosing Party and Receiving Party agree as follows:

1. For the purposes of this Agreement, “Proprietary Information” shall mean information, whether or not originated by Disclosing Party, which is used in Disclosing Party's business and is (i) proprietary to, about or created by Disclosing Party; (ii) gives Disclosing Party some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of Disclosing Party; (iii) designated as Proprietary Information by Disclosing Party, or from all the relevant circumstances should reasonably be assumed by Receiving Party to be confidential and proprietary to Disclosing Party; or (iv) not generally known by non-Disclosing Party personnel.  Such Proprietary Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or designated as confidential):

1. Computer Software. Computer software of any type or form in any stage of actual or anticipated research and development, including but not limited to programs and program modules, routines and subroutines, processes, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs;
2. Any Data, Business Competitiveness Information, Communication, Proprietary Data. Information relating to Disclosing Party's communication, data, charts, graphs, copyright data, non-copyright information, proprietary rights prior to any public disclosure thereof, including but not limited to the nature of the proprietary rights, any documents transmitted or shared, any communication, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
3. Business Operations. Internal Disclosing Party personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting Disclosing Party's business;
4. Sales, Marketing and Development Content & Operations. Marketing and development content, plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of Disclosing Party which have been or are being discussed
5. Customers & Suppliers. Names of suppliers & customers and their representatives, contracts and their contents and parties, customer services, supplier services & products, data provided by suppliers & customers and the type, quantity and specifications of products and services provided and/or purchased, leased, licensed or received by clients of Disclosing Party; and
6. Strategy. Business strategy, details of strategy, tactics, formulas to gain market share, profits, revenues, cut costs, run the business, grow the business, competitive response, and so on
7. Content for compilation of book, research etc. Any content discovered under this contract to work for Disclosing Party and develop content and materials for the Disclosing party, including but not limited to, book, e-book, marketing material, promotional material, research, conversations, agreements, dis-agreements, work delivered on third-party platforms, strategy of delivering, strategy of working, and so on.

2. Receiving Party shall use the Proprietary Information solely for the purpose of evaluating its potential relationship with the Disclosing Party. No information shared by the Disclosing Party shall be disclosed to any entity without prior written approval and signature of Disclosing Party.

3. Receiving Party shall not directly or indirectly disclose, display, provide, transfer, or otherwise make available all or any part of the Proprietary Information to any person or entity at any time during the period in which Receiving Party has access to the Proprietary Information or thereafter, unless Receiving Party has received prior written permission from the Disclosing Party.  Receiving Party shall not make copies of the Proprietary Information or any portion thereof.  At no time and under no circumstances shall Receiving Party reverse engineer, decompile or disassemble the Disclosing Party’s software or Proprietary Information or attempt to use Disclosing Party’s software in any form. At no time will the Receiving Party compete with the Disclosing Party, directly or indirectly to provide services or products similar to Disclosing Party. The Receiving Party agrees that at no time during the term of engagement or employment with the Disclosing Party will the Receiving Party engage in any non-business or business activity which is competitive with the Disclosing Party nor work for any entity which competes with the Disclosing Party.  There is a time limit of 30 years as any information shared by Disclosing Party is extremely sensitive.  Receiving Party will not disclose any Proprietary Information to any third party, except to those employees or dedicated consultants of the Receiving Party who (a) need to know such information in connection with the potential transaction between the parties and (b) are bound in writing to Receiving Party by a similar duty of confidentiality.  If the Receiving Party is required by law to disclose any Proprietary Information, it will not do so without first using its best efforts to inform this disclosing party of such legal requirement and to give the Disclosing Party a reasonable opportunity to contest such requirement.

4. The foregoing shall not apply to Proprietary Information which Receiving Party can document in writing (a) is in the public domain through no fault of its own, (b) was properly known to it, without restriction, prior to disclosure by Disclosing Party, (c) was properly disclosed to it, without restriction, by another person with the legal authority to do so, (d) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Proprietary Information or (e) is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Receiving Party provides to Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure.

5. Receiving Party will not construe anything as part of these conditions as granting or conferring any right by license or otherwise, expressly or impliedly, for any business strategy, marketing plan, invention, discovery, protocol design, development or improvement on any of the foregoing, embodied in the Proprietary Information disclosed hereunder.

6. If Receiving Party decides not to proceed with its contemplated business relationship with the Disclosing Party or if asked by the Disclosing Party, Receiving Party will promptly return all Proprietary Information and all copies and extracts thereof.

7. Receiving Party will notify the Disclosing Party of any unauthorized release of Proprietary Information immediately without any delay.

8. Receiving Party understands that this statement does not obligate the Disclosing Party to disclose any information or negotiate or enter into any agreement or relationship.

9. The Receiving Party acknowledges that any information shared with Receiving Party is confidential Proprietary Information that is unique and valuable, and that disclosure of Proprietary Information will result in irreparable injury to Disclosing Party for which monetary damages alone would not be an adequate remedy.  Therefore, the parties agree that in the event of a breach or threatened breach of confidentiality, the Disclosing Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach including the necessity of posting a bond.  Any such relief shall be in lieu of any appropriate relief in the way of monetary and non-monetary damages as detailed by the Disclosing Party. In addition, the Disclosing Party shall be entitled to collect its attorney’s fees and expenses from the other party.

10. The requests made by Disclosing Party to Receiving Party and the reports or results provided by Receiving Party to Disclosing Party will at all times remain or become, as appropriate, the sole property of Disclosing Party ; Receiving Party will treat any such information confidentially for an indefinite period of time and unconditionally; Disclosing Party will have full and exclusive rights with regards to any reports or other results produced by Receiving Party for or on behalf of Disclosing Party. This document also serves as a non-compete document. The Receiving Party shall refrain from conducting any activities that compete with the Disclosing Party’s current or intended plans comprised of but not limited to the actions stated in section 1 of this document. 

11. These conditions shall be governed by and construed in accordance with the Canadian law. Both the Parties submit to the exclusive jurisdiction of the courts situated in Canada for the purposes of any proceedings arising out of or in connection with these conditions.

12. Receiving party will not transport, export, or re-export the Proprietary Information, in whole or in part in violation of the import or export control laws or regulations of a country. 

13. These Conditions are the complete and exclusive statement of the mutual agreement of the parties and supersedes and cancels all previous written and oral agreements and communications with respect to the subject matter of these Conditions.