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November 3, 2019 2:09 PM

MNDA FileCompany Name

Company Address

Company Contact Information

Attention: ***

      RE: Mutual Non-Disclosure Agreement (MNDA)

THIS MUTUAL NON-DISCLOSURE AGREEMENT is made as of November 3, 2019 2:09 PM (the “Effective Date”), by and between: GAS RECAPTURE SYSTEMS LTD. (hereinafter “GRS”), a company incorporated under the laws of Alberta and having an office at 45 O’Connor Street, World Exchange Plaza, Suite 1150, Ottawa, Ontario, K1P 1A4, Canada.

- AND -

**** Company Name *** (hereinafter the “Contracting Party”), a company incorporated under the laws of *** Province *** (GRS and the Contracting Party are sometime collectively referred to herein as the “Parties

PERMITTED RECIPIENTS OF CONFIDENTIAL INFORMATION: Those directors, officers, employees of the Recipient whose duties justify the need to know Confidential Information (the “Permitted Recipients

CONFIDENTIAL INFORMATION: Confidential Information includes (but is not limited to) the Disclosing Party’s services and capabilities.

PURPOSE: The Parties wish to hold discussions to investigate opportunities for collaborating or joint venturing on potential projects. For the avoidance of doubt, this Agreement is not a commitment or obligation by the parties for any further business relations.

TERM: This Agreement is effective as of the Effective Date indicated above and shall terminate on the earlier of (a) the date on which either party receives from the other written notice that subsequent communications shall not be governed by this Agreement; or (b) the third (3rd) anniversary of the Effective Date.

This Agreement is made and entered into between the Parties. In consideration of the mutual disclosure of the Confidential Information to each other, the mutual obligations set out in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties agree as follows:

1. In this Agreement:

"Confidential Information" means any information disclosed by or on behalf of the Disclosing Party to the Recipient before or after the signing of this Agreement and without limiting the generality of the description of information set out above includes drawings, designs, notes, technical data, reports, manuals, knowledge, processes, systems, ideas, know-how, trade secrets, photographs, models, electronically stored information, software code, samples and the like and any copies or reproductions thereof.

Disclosing Party" means either GRS or the Contracting Party when acting as the discloser of Confidential Information.

Recipient" means either GRS or the Contracting Party when acting as the recipient of Confidential Information.

2. Confidential Information does not include any information to the extent that such information:

      (a) was at the time of disclosure or after such time, became readily and lawfully available to the public through no act or omission of the Recipient;

      (b) became available to the Recipient from a third party who did not acquire such information under an obligation of confidentiality either directly or indirectly from the Disclosing Party;

      (c) was known to the Recipient at the time of its disclosure by the Disclosing Party to the Recipient, as evidenced by written records;

      (d) was independently developed by the Recipient without the Confidential Information disclosed by the Disclosing Party, as evidenced by written records; or

      (e) was required to be disclosed by law, provided that the Recipient (i) has notified the Disclosing Party of any such obligation promptly upon becoming aware of the obligation; (ii) only discloses that part of the Confidential Information that is legally required to be disclosed; and (iii) uses its best endeavours to assist the Disclosing Party to obtain such protective orders as may be available.

3. The Recipient agrees that all Confidential Information disclosed to the Recipient is and remains the exclusive property of the Disclosing Party and must be held by the Recipient in trust and confidence on behalf of the Disclosing Party. The Recipient acknowledges that the Disclosing Party makes no representations or warranties (express, implied, statutory or otherwise) concerning the accuracy or completeness of the Confidential Information and expressly disclaims all implied warranties, and the Recipient releases the Disclosing Party from any liability arising out of the Recipient’s use of the Confidential Information. Nothing in this Agreement shall be construed to imply the grant of any license to the Recipient to make, use or sell, or otherwise commercialize any portion of the Confidential Information.

4. The Recipient:

(a) must use all reasonable and prudent efforts to keep the Confidential Information confidential and to protect and safeguard the Confidential Information from misuse, loss, theft, publication, destruction or the like and to ensure that its Permitted Recipients must do likewise;

(b) has the right to communicate Confidential Information to its Permitted Recipients provided that all such Permitted Recipients must be informed of their obligations with respect to the confidentiality requirements imposed by this Agreement and the restrictions on the use of the Confidential Information, and

(c) is liable to the Disclosing Party for the compliance with the terms of this Agreement by its Permitted Recipients to whom any Confidential Information has been disclosed and will indemnify and hold harmless the Disclosing Party from or in respect of any damages or costs (including reasonable legal fees) incurred by the Disclosing Party in preserving its rights under this Agreement.

5. The Recipient must not:

(a) use, manipulate, exploit, copy, reproduce in any form or store in any database or other retrieval system any Confidential Information in any manner, except as strictly required for the Purpose;

(b) use any Confidential Information to solicit business from any customer of the Disclosing Party, or

(c) solicit or otherwise communicate with, either directly or indirectly (and whether on its own behalf or jointly with or on behalf of any other party), any director, employee, contractor, agent or other representative of the Disclosing Party who has provided services to or otherwise worked with the Recipient in the preceding 12-month period or during the term of this Agreement, for the purpose of employing or engaging the services of such person.

6. The Recipient must, at the request of the Disclosing Party, return all Confidential Information in its possession within 10 calendar days of any such request, including all documents and other materials containing, relating to or based upon any Confidential Information. In the case of Confidential Information prepared by the Recipient and relating to or based upon any Confidential Information disclosed to the Recipient by or on behalf of the Disclosing Party, the Recipient may satisfy its obligation to return the Confidential Information by destroying all such information and delivering to the Disclosing Party a certificate signed by an officer of the Recipient certifying the destruction of such information. Notwithstanding the foregoing, the Recipient may retain one copy of the Confidential Information in order to comply with its legal and professional obligations and if the Recipient is unable to destroy any electronically held Confidential Information by virtue of it being retained in the Recipient’s electronic backup system, the Recipient undertakes that: such Confidential Information will not be used subsequently by it; will be held subject to the terms of this Agreement; and will be destroyed in accordance with Recipient’s regular ongoing records retention policy.

7. Confidential Information is being disclosed by the Disclosing Party in specific reliance on the commitments and representations of the Recipient in this Agreement: The Recipient acknowledges that Confidential Information is information of a confidential nature to the Disclosing Party, is consistently treated as such by the Disclosing Party and the public release of this information will cause irreparable damage to the Disclosing Party. The Disclosing Party is entitled to injunctive relief (without any requirement to post a bond or other form of security) to prevent breaches of this Agreement and to specifically enforce the terms of this Agreement, in addition to any other remedy to which the Disclosing Party may be entitled at law or in equity.

8. The invalidity or unenforceability of any provision of this Agreement does not affect the validity or enforceability of any other provision of this Agreement.

9. Neither party may assign, delegate or transfer any of its rights or obligations hereunder without the prior written consent of the other party, provided that GRS shall have the right to assign this Agreement to its affiliates, subsidiaries, related companies, divisions or successors. Any such unauthorized assignment or transfer shall be void. All covenants and agreements hereunder shall inure to the benefit of, and be binding upon, the parties, their successors and permitted assigns.

10. This Agreement is governed by the laws of the province of Ontario and the federal laws of Canada applicable therein.This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, and all of which shall together constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or electronic signatures.

WHEREOF the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers and have duly executed and delivered this Agreement as of the Effective Date.

Gas Recapture Systems Ltd.

***Company Name ***









November 3, 2019 2:09 PM

November 3, 2019 2:09 PM

Date of Execution

Date of Execution