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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: three (3) 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. It includes, without limitation, business plans, financial data, technical specifications, source code, customer and supplier lists, pricing, personnel data, and proprietary methods, together with all notes, analyses and derivatives prepared by the Receiving Party that contain or are based on such information.
3.
OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information with at least the same degree of care it uses for its own most sensitive information, and in no event less than reasonable care; and (e) limit access to its directors, officers, employees and professional advisors, and its affiliates and their respective representatives, who have a genuine need to know for the Permitted Purpose, each of whom is bound by confidentiality obligations no less protective than those in this Agreement, and for whose compliance the Receiving Party remains responsible.
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 before disclosure, as shown by written records; (c) is independently developed by the Receiving Party without reference to the Confidential Information, as shown by written records; or (d) is required to be disclosed by applicable law, regulation, or a valid court or regulatory order, provided that the Receiving Party gives the Disclosing Party prompt written notice and reasonably cooperates in seeking a protective order or other confidential treatment before disclosing.
5.
TERM
This Agreement takes effect on the Effective Date and the confidentiality obligations continue for three (3) years from the Effective Date, after which the obligations with respect to ordinary Confidential Information expire. Information that constitutes a trade secret shall remain protected for as long as it retains trade secret status, regardless of the expiry or termination of this Agreement (see the clause headed "Trade Secrets").
6.
RETURN OR DESTRUCTION OF INFORMATION
On the written request of the Disclosing Party, or on the expiry or termination of this Agreement, the Receiving Party shall promptly return or permanently destroy all Confidential Information and all copies, extracts and derivatives, and shall certify such return or destruction in writing on request. The Receiving Party may retain one archival copy solely to evidence its obligations or as required by law or its bona fide records-retention policy, which copy remains subject to this Agreement.
7.
TRADE SECRETS
Confidential Information that derives independent economic value from not being generally known and is the subject of reasonable efforts to keep it secret (including source code, formulas, algorithms, designs and proprietary processes) constitutes a trade secret. Trade secrets are protected for so long as they retain that status, with no fixed expiry. The Disclosing Party's rights are protected by the common-law action for breach of confidence (Lac Minerals Ltd. v. International Corona Resources Ltd., [1989] 2 S.C.R. 574), and the fraudulent or unauthorized acquisition, communication or use of a trade secret is also an offence under section 391 of the Criminal Code (Canada) (in force 1 July 2020 under the Canada–United States–Mexico Agreement).
8.
INTELLECTUAL PROPERTY; NO LICENCE
All Confidential Information, and all patent, copyright, trade-mark, trade-secret and other intellectual-property rights in it, remain the exclusive property of the Disclosing Party. This Agreement does not grant the Receiving Party any licence or right in the Confidential Information except the limited right to use it for the Permitted Purpose. No obligation to enter into any further agreement or transaction arises from this Agreement, and any feedback the Receiving Party provides on the Confidential Information may be used by the Disclosing Party without restriction or compensation.
9.
RESIDUAL KNOWLEDGE
The Receiving Party shall not use or disclose any Confidential Information retained in the memory of its personnel for any purpose other than the Permitted Purpose. The parties do not intend any "residual knowledge" exception, and reliance on unaided memory does not relieve the Receiving Party of its obligations under this Agreement.
10.
REMEDIES
The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party is entitled to seek interlocutory, interim and permanent injunctive and other equitable relief in any court of competent jurisdiction, without the need to post security or prove actual damages, in addition to any other remedy. In any proceeding to enforce or interpret this Agreement, the successful party is entitled to recover its reasonable legal costs on a substantial indemnity basis from the unsuccessful party. The Receiving Party shall notify the Disclosing Party in writing promptly on becoming aware of any unauthorized use or disclosure of Confidential Information, and shall reasonably cooperate to mitigate and remedy it.
11.
NON-SOLICITATION
During the term of this Agreement and for twelve (12) months after its expiry or termination, the Receiving Party shall not, directly or indirectly, solicit, recruit or induce away any employee, independent contractor or consultant, or solicit or divert away any customer or client, of the Disclosing Party with whom it had contact or about whom it became aware in connection with this Agreement, without the prior written consent of the Disclosing Party. The parties intend this restriction to be reasonable in scope, duration and territory; Canadian courts enforce reasonable non-solicitation covenants, and if any part is found unreasonable it shall be read down to the extent necessary to be enforceable rather than struck out.
12.
PERSONAL INFORMATION AND PRIVACY
Where Confidential Information includes personal information, the Receiving Party shall collect, use, store and dispose of it only as necessary for the Permitted Purpose and in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA), S.C. 2000, c. 5 (or the applicable substantially-similar provincial privacy legislation, such as the privacy statutes of Alberta, British Columbia or Quebec). The Receiving Party shall maintain appropriate security safeguards and shall notify the Disclosing Party without undue delay of any breach of security affecting that personal information.
13.
GOVERNING LAW AND VENUE
This Agreement is 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 is the courts located in City of Toronto, Ontario, and each party attorns to the personal jurisdiction of those courts.
14.
ELECTRONIC EXECUTION
This Agreement may be executed in counterparts, including electronic counterparts and electronic signatures, each of which is an original and which together constitute one agreement. Electronic signatures are valid and enforceable under the applicable provincial electronic-commerce legislation (modelled on the Uniform Electronic Commerce Act), such as the Electronic Commerce Act, 2000 (Ontario), S.O. 2000, c. 17.
15.
GENERAL PROVISIONS
Entire Agreement: This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior understandings.
Amendment: No amendment is valid unless in writing and signed by both parties.
Severability: Any provision found unenforceable shall be severed and the remainder shall continue in full force.
Waiver: A failure to enforce any provision is not a waiver of future enforcement.
Assignment: The Receiving Party may not assign this Agreement without the Disclosing Party's prior written consent.
No partnership: Nothing in this Agreement creates a partnership, joint venture or agency between the parties.
Amendment: No amendment is valid unless in writing and signed by both parties.
Severability: Any provision found unenforceable shall be severed and the remainder shall continue in full force.
Waiver: A failure to enforce any provision is not a waiver of future enforcement.
Assignment: The Receiving Party may not assign this Agreement without the Disclosing Party's prior written consent.
No partnership: Nothing in this Agreement creates a partnership, joint venture or agency between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
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: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
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
Choose the NDA Type
Decide whether a unilateral or mutual NDA fits the relationship based on who is disclosing.
- 2
Enter Party Details
Provide legal names, business numbers, and addresses of all parties involved.
- 3
Define Confidential Information
Describe the categories of protected information and any specific exclusions.
- 4
Set Duration and Purpose
State the permitted purpose for using confidential information and the survival period for obligations.
- 5
Review and Download
Confirm governing province, review the terms, and download the NDA as a PDF ready for signature.
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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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