Dated: ___________, 20 __
CONTRACTOR INTELLECTUAL PROPERTY and CONFIDENTIALITY AGREEMENT This Agreement is between COLLEGE OF REGISTERED NURSES OF NOVA SCOTIA, hereinafter referred to as “the College) with offices at Suite 600, Barrington Tower, Scotia Square, 1894 Barrington Street, Halifax, Nova Scotia, B3J 2A8 and
“_________________”.
A. The contractor is contracted by the College; and
B. In consideration of that contract, “_________________________” (hereinafter referred to as “___________”) has agreed to the terms and conditions contained in this Intellectual Property and Confidentiality Agreement.
the College AND “_____________” AGREE AS FOLLOWS: Intellectual Property
1. “Intellectual Property” means all documents, written material, rights to inventions, patents (whether granted or pending), copyright material, trade secrets, know-how, trade-marks, Confidential Information (as later defined in this Agreement), improvements to Intellectual Property, contributed, created or communicated by the contractor while contracted by the College.
2. If the Intellectual Property is the subject of, or is part of or significantly contributes to, a professional publication, the College agrees to appropriately credit ________ in respect of their contribution to the Intellectual Property.
Confidentiality
3. _________________ acknowledges that they will acquire information about certain matters and things which are confidential to the College, including, registrant and personnel information, technical information, and trade secrets (in this Agreement referred to as the "Confidential Information"), which information is the exclusive property of the College. The College and __________ consider their relation one of confidence with respect to the Confidential Information.
4. _______________ undertakes to treat confidentially all Confidential Information and agrees not to disclose it to any third party, during and after employment is terminated. In particular (but without limiting the general statement above), they shall:
(a) hold all Confidential Information in confidence and not discuss, communicate or transmit to others, or make any unauthorized copy of or use the Confidential Information in any capacity, position or business related to the College;
(b) take all reasonable action, that the College deems necessary and appropriate, to prevent unauthorized use or disclosure of or to protect the interest of the College in the Confidential Information;
(c) not use the Confidential Information, or any part thereof, at any time, either individually, in partnership or jointly with, while engaged in or employed by, or while furnishing services to, or otherwise, directly or indirectly, associating with any business, person, firm or corporation, whose operations are carried on anywhere in the world, except with the prior express written consent of the College in respect of any specific intended use or disclosure of Confidential Information, which consent may be withheld by the College for any reason it deems appropriate.
5. ________________ shall not be obliged to keep in confidence or nor shall incur any liability for disclosure of information which:
(a) was already in the public domain or comes into the public domain without any breach of this Agreement;
(b) is required to be disclosed pursuant to applicable laws or pursuant to policies or regulation of any regulatory authority or public body having jurisdiction;
(c) is required to be disclosed in any legal proceeding.
6. The obligations set forth in this Agreement shall continue in perpetuity, throughout the world. Upon written request, _________________ shall return the Confidential Information, without delay, and any copies (including, any electronic duplication which shall be downloaded to disc format, the disc returned to the College and any remaining electronic files shall be deleted) or any part of the Confidential Information, to the College by courier following such termination, to the address for the College set forth at the beginning of this Agreement.
7. Irreparable injury may be suffered by the College if _____________ should breach the provisions of this Agreement. In addition to any other legal remedy that may be available to the College, the College shall be entitled to obtain a court order to restrain the ______________ to prevent a breach (actual or threatened) of any of the provisions of this Agreement.
8. This Agreement shall be construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada in force in Nova Scotia.
9. If any provision of this Agreement shall be held invalid, illegal or unenforceable, such provision shall be modified to reflect the fullest legal and enforceable expression of the intent of then parties, or if not possible, severed, and the remainder of this Agreement shall not be affected.
10. The failure of either party to assert a right under this Agreement or to insist upon
compliance with any term or condition shall not constitute a waiver of that right or excuse the subsequent non-performance of any such term or condition by the other party. 11. This Agreement constitutes the entire agreement between the parties and supersedes
all previous representations, discussions and writings between the parties regarding the subject matter hereof. Any amendments to this agreement must be in writing and signed by the party against whom enforcement is sought.
The College AND “_______________” SIGN THIS AGREEMENT so as to be bound by its terms as of the day and year written at the beginning of the Agreement.
________________________ _______________________________ Witness
COLLEGE OF REGISTERED NURSES OF NOVA SCOTIA
By: _____________________________ Director -