CONFIDENTIALITY AND INVENTION AGREEMENT

. This Confidentiality and Invention Agreement ("Agreement") is made and effective this [DATE],


BETWEEN: [CONSULTANT NAME] (the "Consultant"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:


AND: [COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:



In consideration of the Consultant relationship with the Company (which for purposes of this Agreement shall be deemed to include any subsidiaries or Affiliates of the Company), the receipt of confidential information while associated with the Company, and other good and valuable consideration, the undersigned Consultant, agrees that:


1. TERMS OF AGREEMENT

This Agreement shall continue in full force and effect for the duration of the relationship between the Consultant and the Company and shall continue thereafter until terminated through a written instrument signed by both parties.

For purposes of this Agreement, “Affiliate” shall mean any person or entity that shall directly or indirectly
controls, is controlled by, or is under common control with the Company.


2. CONFIDENTIALITY

2.1. Definitions
"Proprietary Information" is all information and any idea whatever form, tangible or intangible, pertaining in any manner to the business of the Company, or any of its Affiliates, or its employees, clients, consultants, or business associates, which was produced by any employee or consultant of the Company in the course of his or her employment or consulting relationship or otherwise produced or acquired by or on behalf of the Company. All Proprietary Information not generally known outside of the Company's organization, and all Proprietary Information so known only through improper means, shall be deemed "Confidential Information." By example and without limiting the foregoing definition, Proprietary and Confidential Information shall include, but not be limited to:

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CONFIDENTIALITY AND INVENTION AGREEMENT