Non-disclosure agreement NDA template Quebec
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Free template to adapt to your situation: replace the sample information (names, addresses, dates, amounts, references) with your own.
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Non-Disclosure Agreement
Between: [Name of disclosing party], [address], represented by [name, title], hereinafter the “Disclosing Party”,
And: [Name of receiving party], [address], represented by [name, title], hereinafter the “Receiving Party”.
[For a mutual agreement: each party is both a Disclosing Party and a Receiving Party.]
1. Purpose
The parties wish to exchange information in connection with [describe the project: discussions regarding a partnership, evaluation of a business acquisition, software development, etc.] (the “Project”).
2. Confidential Information
“Confidential Information” means all information, in any form whatsoever, disclosed by the Disclosing Party in connection with the Project, including financial data, customer lists, pricing, know-how, processes, plans, source code, strategies and personal information.
Confidential Information does not include information that: (a) was or becomes public through no fault of the Receiving Party; (b) was already known to the Receiving Party, as evidenced in writing; (c) is lawfully received from a third party; or (d) must be disclosed by law or court order, after prior notice to the Disclosing Party where permitted.
3. Obligations of the Receiving Party
- use the Confidential Information solely for the Project;
- disclose it only to its employees and advisers who need to know it and who are bound by equivalent confidentiality obligations;
- protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care;
- protect any personal information received in accordance with applicable privacy legislation and promptly report any confidentiality incident.
4. Term
This Agreement applies to information disclosed during [the Project / a period of [12] months]. The duty of confidentiality survives for [3 / 5] years after the last disclosure, and for trade secrets, for as long as the information remains secret.
5. Return or destruction
Upon request of the Disclosing Party or at the end of the Project, the Receiving Party returns or destroys the Confidential Information and confirms this in writing.
6. Remedies
The Receiving Party acknowledges that unauthorized disclosure may cause serious and irreparable harm; the Disclosing Party may seek injunctive relief, in addition to damages.
7. General provisions
No licence or ownership right is granted under this Agreement. This Agreement is governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein; the courts of the judicial district of [Montreal] have jurisdiction.
Signed in [city], on [date].
[Disclosing Party]: ______________________________ [Receiving Party]: ______________________________
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Drafting notes
- The Civil Code of Québec already protects trade secrets, but a written agreement considerably eases the burden of proof and access to injunctive relief.
- Define the protected information and duration reasonably: an overbroad clause is open to challenge.
- Where personal information is exchanged, the Act respecting the protection of personal information in the private sector (as amended by Bill 25) imposes security and incident-reporting obligations.
- For employees, the duty of loyalty and discretion already flows from the employment contract; a non-competition covenant must be in writing and limited as to time, territory and type of work.
How to use this template
- Download the letter in Word or PDF with the button above.
- Adapt it to your situation: your contact information, the recipient’s, the facts, dates and amounts.
- Send it and keep a dated copy.
About the author
Sonia Pin Legal counsel, business law
Sonia Pin is a legal professional specializing in business law and commercial litigation. She drafts and updates the contract and letter templates published on Avocat Montréal, with a focus on Quebec civil law (Civil Code of Québec) and the practical requirements of the courts and administrative tribunals.
