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Non-Disclosure Agreement (NDA) Template

A non-disclosure agreement (NDA) protects confidential information exchanged between parties during commercial discussions, partnerships, or engagements. Use our free Canadian NDA template to safeguard trade secrets, business plans, and sensitive data under Canadian common law and equitable principles of confidence.

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NON-DISCLOSURE AGREEMENT
DISCLOSING PARTY
Maple Leaf Technologies Inc.
123 Bay Street, Suite 4500, Toronto, ON M5J 2T3
By: Catherine L. Tremblay, Chief Executive Officer
RECEIVING PARTY
Northern Venture Partners Ltd.
456 Burrard Street, Suite 2200, Vancouver, BC V6C 2R8
By: James A. MacKenzie, Managing Director
Effective: March 1, 2026
MandA / Business Acquisition · Duration: two (2) years
This Non-Disclosure Agreement (this "Agreement") is entered into as of March 1, 2026 by and between Maple Leaf Technologies Inc. ("Disclosing Party") and Northern Venture Partners Ltd. ("Receiving Party"). The parties agree as follows:
1.
PURPOSE
The parties wish to explore a potential merger, acquisition, or business combination. In connection therewith, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party solely for the evaluation and pursuit of that purpose (the "Permitted Purpose").
2.
CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form or medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, financial data, technical specifications, customer lists, pricing, personnel data, and proprietary methods.
3.
OBLIGATIONS OF RECEIVING PARTY
Northern Venture Partners Ltd. agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of Maple Leaf Technologies Inc.; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information with at least the same degree of care used to protect its own most sensitive information, but in no event less than reasonable care; and (e) limit access to Confidential Information to those employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.
4.
STANDARD EXCLUSIONS
This Agreement does not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by written records; or (d) is required to be disclosed by applicable law, regulation, or valid court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably cooperates in seeking a protective order or other appropriate remedy.
5.
TERM
This Agreement shall remain in effect for two (2) years from the Effective Date, after which the obligations of confidentiality with respect to general Confidential Information shall expire.
6.
RETURN OR DESTRUCTION OF INFORMATION
Upon written request by Maple Leaf Technologies Inc., or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and all copies, extracts, or derivatives thereof, and shall provide written certification of such return or destruction upon request.
7.
REMEDIES
The parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek interlocutory, injunctive, or other equitable relief in any court of competent jurisdiction without the necessity of posting security, proving actual damages, or establishing that monetary damages would be an inadequate remedy. In any action or proceeding to enforce or interpret this Agreement, the successful party shall be entitled to recover its reasonable legal costs and disbursements on a substantial indemnity basis from the unsuccessful party.
8.
GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The exclusive jurisdiction and venue for any dispute arising under or relating to this Agreement shall be the courts located in City of Toronto, Ontario, and each party hereby attorns to the personal jurisdiction of such courts.
9.
ELECTRONIC EXECUTION
This Agreement may be executed electronically. Electronic signatures are valid and enforceable under the applicable provincial electronic commerce legislation, including the Electronic Commerce Act, 2000 (Ontario) and equivalent legislation in other provinces, and each electronic signature has the same legal effect as a handwritten signature.
10.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements. Amendment: No amendment shall be valid unless in writing and signed by both parties. Severability: If any provision is found unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights. Counterparts: This Agreement may be executed in counterparts, including electronic counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
DISCLOSING PARTY
Catherine L. Tremblay
Chief Executive Officer
Maple Leaf Technologies Inc.
Date: ____________________
RECEIVING PARTY
James A. MacKenzie
Managing Director
Northern Venture Partners Ltd.
Date: ____________________

What Is a Non-Disclosure Agreement?

A non-disclosure agreement, also called a confidentiality agreement, is a contract in which one or more parties agree not to disclose or misuse confidential information shared during a business relationship. It defines what counts as confidential, the obligations of the receiving party, permitted uses, and the consequences of breach. NDAs can be unilateral (one-way) or mutual (two-way) depending on whether only one side or both sides are disclosing.

In Canada, NDAs are enforced both as ordinary contracts and through the equitable doctrine of breach of confidence. The Supreme Court of Canada set out the modern test in Lac Minerals Ltd. v. International Corona Resources Ltd., [1989] 2 S.C.R. 574: information must have the necessary quality of confidence, it must be communicated in circumstances importing an obligation of confidence, and there must be unauthorized use to the detriment of the confider. Written NDAs make each element easier to prove.

NDAs are used across every Canadian industry, from technology start-ups in Toronto and Vancouver protecting software IP to manufacturers and professional services firms exchanging information during due diligence. They are a foundational tool for protecting intellectual property, commercially sensitive data, and negotiation strategy.

What's Covered in This Template

Our NDA template provides comprehensive protection for confidential information under Canadian law.

Party Details

Legal names, business numbers, and addresses of the disclosing and receiving parties.

Definition of Confidential Information

A thorough definition covering documents, data, know-how, trade secrets, and orally disclosed information.

Obligations of the Receiving Party

Duties of non-disclosure, non-use outside the permitted purpose, and reasonable safeguarding.

Permitted Disclosures

Carve-outs for disclosures to professional advisors, employees on a need-to-know basis, and as required by law.

Exclusions from Confidentiality

Information that is public, independently developed, or lawfully obtained from third parties.

Duration of Obligations

The period during which obligations survive, typically two to five years, with indefinite protection for trade secrets.

Return or Destruction

Obligations to return or certify destruction of confidential materials on request or termination.

Remedies and Injunctive Relief

Right to seek damages and equitable remedies, including injunctions and Anton Piller orders where appropriate.

Governing Law and Jurisdiction

Selection of the Canadian province governing the agreement and courts with jurisdiction.

Mutual or Unilateral Option

Flexibility to configure the NDA as one-way or two-way depending on who is disclosing.

How to Create an NDA

Follow these steps to produce a Canadian NDA that meets commercial needs.

  1. 1

    Choose the NDA Type

    Decide whether a unilateral or mutual NDA fits the relationship based on who is disclosing.

  2. 2

    Enter Party Details

    Provide legal names, business numbers, and addresses of all parties involved.

  3. 3

    Define Confidential Information

    Describe the categories of protected information and any specific exclusions.

  4. 4

    Set Duration and Purpose

    State the permitted purpose for using confidential information and the survival period for obligations.

  5. 5

    Review and Download

    Confirm governing province, review the terms, and download the NDA as a PDF ready for signature.

Legal Considerations

Canadian NDAs operate at the intersection of contract law, equity, and privacy legislation.

This template is for informational purposes only and does not constitute legal advice. Consult a qualified lawyer in your province for advice specific to your situation.

Reviewed for Canadian law

Breach of Confidence at Common Law

Independent of contract, Canadian courts recognize an equitable action for breach of confidence. In Lac Minerals Ltd. v. International Corona Resources Ltd., [1989] 2 S.C.R. 574, the Supreme Court of Canada held that a claimant must show that the information was confidential, was communicated in confidence, and was misused to the detriment of the confider. An NDA reinforces and clarifies each of these elements.

Reasonable Scope and Duration

For an NDA to be enforceable, the scope and duration must be reasonable. Overly broad definitions of "confidential information" and perpetual restrictions on non-trade-secret data invite challenges as restraints of trade. Typical durations of two to five years are usually defensible, with indefinite protection reserved for true trade secrets.

Whistleblower and Public-Interest Disclosures

An NDA cannot prevent a protected disclosure. The Public Servants Disclosure Protection Act, S.C. 2005, c. 46 protects federal public servants, and Ontario’s Public Service of Ontario Act, 2006, S.O. 2006, c. 35, Sched. A, provides similar protections for provincial public servants. Human rights and occupational health and safety statutes also permit disclosures notwithstanding confidentiality clauses.

Privacy Legislation Overlap

If confidential information includes personal data, the parties must also comply with privacy legislation such as the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (PIPEDA), Alberta’s Personal Information Protection Act, S.A. 2003, c. P-6.5, or Quebec’s Law 25. The NDA should address data handling, security safeguards, and whether a separate data processing addendum is required.

Frequently Asked Questions

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