JOINT-HEIRS INTERNATIONAL SOCIAL ENTERPRISES INC. (JHISEI)
Aka (JOINT-HEIRS INTERNATIONAL SOCIAL ENTERPRISE PLATFORM) – JHISEP
(JOINT-HEIRS INTERNATIONAL BUSINESS CLUB) – JHIBC
CANADIAN CONFIDENTIALITY,
INTELLECTUAL PROPERTY
ASSIGNMENT and NON-SOLICITATION
AGREEMENT
This Confidentiality, Intellectual Property Assignment and Non-Solicitation Agreement (“Agreement”) is made by and between Joint-Heirs International Social Enterprises Inc. (JHISEI), a Canadian corporation, and providing for enforcement by either JHISEI or JHIBC,
and
______________________________ (“JHIBC Member”)
RECITALS
AGREEMENTS
In consideration of the above Recitals, which are incorporated herein, the promises and covenants below, and other valuable consideration, the receipt and adequacy of which is acknowledged, the parties agree as follows:
3.1 Confidentiality and Confidential Information. JHIBC Member will obtain, receive, or gain access to Confidential Information (as defined below) in connection with JHIBC Member’s work for JHIBC. During membership and at all times after that, JHIBC Member will hold all Confidential Information in the strictest confidence and will not acquire, use, copy, publish, disclose, or communicate any Confidential Information except as required in connection with JHIBC Member’s work without the prior written approval of an authorized officer of JHIBC. For purposes of this Agreement, “Confidential Information” means information of JHISEI/JHIBC in whatever form, tangible or intangible, whether or not marked or otherwise designated as confidential, that JHIBC Member directly or indirectly obtains, receives, or gains access to from JHIBC and that relates or pertains to JHIBC’s business, projects, products, customers, suppliers, inventions (whether or not patentable), or trade secrets, including but not limited to: business and financial information; JHIBC techniques, technology, practices, operations, and methods of conducting business; information technology systems and operations; algorithms, software, and other computer code (whether in object or source code format); published and unpublished know-how, whether patented or unpatented; information concerning the identities of JHIBC’s business partners and clients or potential business partners and clients, including names, addresses, and contact information; customer information, including prices paid, buying history and habits, needs, and the methods of fulfilling those needs; supplier names, addresses, and pricing; and JHIBC pricing policies, marketing strategies, research projects or developments, products, legal affairs, and future plans relating to any aspect of JHIBC’s present or anticipated businesses. “Confidential Information” does not include the terms and conditions of JHIBC Member’s membership or information that: (a) is in or enters the public domain without breach of this Agreement, (b) is received by JHIBC Member from a third party who did not acquire or disclose such information by a wrongful or tortious act; or (c) can be shown by JHIBC Member to have been obtained by JHIBC Member prior to the commencement of JHIBC Member’s membership with JHIBC (except information obtained by JHIBC Member from JHIBC) and any information which is obtained by JHIBC Member subsequent to and independent of JHIBC Member’s relationship with JHIBC (except information obtained by JHIBC Member from JHIBC).
3.2 Permitted Disclosure under Government Order. Notwithstanding Section 3.1, JHIBC Member may disclose Confidential Information as required to comply with binding orders of governmental entities or regulatory authorities with jurisdiction over JHIBC Member or other legal obligations, provided that JHIBC Member : (a) gives JHIBC immediate written notice to allow JHIBC to seek a protective order or other appropriate remedy; (b) provides assistance which JHIBC may reasonably require in order to secure such order or other remedy (with JHIBC Member’s expenses reasonably incurred in providing such assistance to be reimbursed by JHIBC); (c) discloses only such Confidential Information as is required by the government entity or regulatory authority or legal obligation; and (d) uses reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.
3.3 Prevention of Unauthorized Release of Confidential Information. JHIBC Member will take reasonable measures to prevent unauthorized persons or entities from obtaining, receiving, or gaining access to any Confidential Information in JHIBC Member’s possession or control.
3.4 Confidential Information of Third Parties. JHIBC Member will preserve as confidential any information that JHIBC Member learns or obtains from a third party or relating to a third party (such as a client, customer, affiliate, partner, or vendor) that is not readily available to the public or that JHIBC is obligated to treat as confidential, and JHIBC Member will treat such information as Confidential Information.
3.5 Return of Confidential Documents. On the Separation Date, or at any time otherwise requested by JHIBC, JHIBC Member will immediately return all Confidential Information and other things belonging to JHIBC, including tools, equipment, devices, or other property, and all documents, records, notebooks, and tangible articles containing or embodying any Confidential Information, including any copies (whether stored in paper, electronic, magnetic, or other form) then in JHIBC Member’s possession or control, whether prepared by JHIBC Member or others. JHIBC Member agrees to delete all electronic copies of Confidential Information on personal electronic devices or any other devices or storage media that JHIBC Member has not returned to JHIBC. JHIBC Member agrees to confirm compliance with this Section in writing on the written request of JHIBC.
4.1 Non-Solicitation. During membership and for 36 months after the Separation Date, JHIBC Member will not, directly or indirectly, whether on JHIBC Member’s own behalf or on behalf of any other entity (for example, as a JHIBC Member, agent, partner, or consultant): (a) solicit for the purpose of selling to any Customer any product or service competitive with products or services sold by JHIBC that JHIBC Member worked on or supported, or about which JHIBC Member obtained or received Confidential Information within the 36 preceding months; or (b) encourage any Customer or Business Partner to cease doing business with JHIBC or to terminate or limit an existing relationship or arrangement with JHIBC. For purposes of this Agreement, “Customer” means any individual or entity that was a customer or client of JHIBC during JHIBC Member’s membership, or with which JHIBC engaged in discussions before the separation date related to the possibility that such party might become a customer or client of JHIBC and in respect of whom JHIBC Member sold or provided services during the 24 preceding months, and “Business Partner” means any individual or entity with which, before the separation date, JHIBC was involved in any business arrangement or engaged in discussions regarding the possibility of entering into such an arrangement. After the Separation Date, the foregoing restrictions shall apply to Customers and Business Partners as defined herein as the Separation Date.
4.2 Non-Interference. During membership and for 36 months after the Separation Date, JHIBC Member will not, directly or indirectly, whether on JHIBC Member’s own behalf or on behalf of any other entity (for example, as a JHIBC Member, agent, partner, or consultant): (a) hire or retain or solicit for such purpose any JHIBC Member, contractor, or consultant of JHIBC (“JHIBC Personnel”) or otherwise encourage JHIBC Personnel to terminate any membership or contractual relationship with JHIBC; (b) disclose information to any other individual or entity about JHIBC Personnel that could be used to solicit or otherwise encourage JHIBC Personnel to form new business relationships with that or another individual or entity; or (c) otherwise interfere with the performance by current or former JHIBC Personnel of their obligations or responsibilities to JHIBC.
4.3 Reasonableness of Restrictions. JHIBC Member recognizes that the restrictions in this Section 4 may significantly limit JHIBC Member’s future flexibility in many ways. JHIBC Member further recognizes that the geographic areas for many of JHIBC’s products and services – and, by extension, the geographic areas applicable to certain restrictions in Section 4 – are broad and worldwide. JHIBC Member agrees and acknowledges that the restrictions in this Section 4 are reasonable in scope, area, and duration and will not result in an undue hardship for JHIBC Member.
5.1 Copyrights. All copyrightable works prepared by JHIBC Member, alone or jointly with others, within the scope of membership are works made for hire pursuant to Canada and or U.S. copyright law or works made in the course of membership pursuant to Canadian copyright law. JHIBC will own all rights under copyright in and to such works, and JHIBC will be considered the author of such works. If and to the extent that any such works are deemed not to constitute a work made for hire or a work made in the course of the membership, and with respect to any other works that JHIBC Member prepares during members activity hours or using JHIBC resources, JHIBC Member hereby irrevocably and absolutely assigns, and only by way of further assurances agrees to assign, to JHIBC all right, title, and interest in and to such works. To the extent any of JHIBC Member’s rights in such works, including any moral rights, are not capable of assignment under applicable law, JHIBC Member hereby irrevocably and unconditionally waives all enforcement of those rights to the maximum extent permitted under applicable law. JHIBC Member will not infringe the intellectual property rights, including copyright, of any third party while creating such works.
5.2 Inventions. JHIBC Member will make prompt and full written disclosure to JHIBC, and hereby irrevocably and absolutely assigns, and only by way of further assurances agrees to assign, to JHIBC, all of JHIBC Member’s rights, title, and interest in and to any and all inventions (whether or not patentable), discoveries, designs, developments, concepts, techniques, procedures, algorithms, products, improvements, business plans, and trade secrets (collectively, “Inventions”) that JHIBC Member solely or jointly may conceive, develop, reduce to practice, or otherwise produce during JHIBC Member’s membership.
5.3 NOTICE Regarding Inventions. Any provision in this Agreement requiring JHIBC Member to assign rights in Inventions does not and will not apply to any Invention for which no equipment, supplies, facilities, or trade secret information of JHIBC was used and that was developed entirely on JHIBC Member’s own time, unless (a) the Invention relates (i) directly to the business of JHIBC, or (ii) to JHIBC’s actual or demonstrably anticipated research or development, or (b) the Invention results from any work performed by JHIBC Member for JHIBC. This NOTICE Regarding Inventions will be interpreted in a manner that complies with applicable law.
5.4 Prior Inventions. As to any Invention in which JHIBC Member has an interest at any time, if JHIBC Member uses or incorporates such an Invention in any released or unreleased JHIBC product, service, program, process, development, or work in progress, or if JHIBC Member permits JHIBC so to use or incorporate such an Invention, or if such an Invention pertains to JHIBC business, JHIBC Member irrevocably grants (to the extent JHIBC Member has authority to do so) a perpetual, royalty-free, fully paid up, worldwide license to exercise any and all rights with respect to such Invention, including without limitation the right to protect, make, have made, import, use, and sell that Invention without restriction and the right to sublicense those rights to others (with the right to grant further sublicenses). This license will be exclusive, subject only to any pre-existing non-exclusive licenses or other pre-existing rights not subject to JHIBC Member’s control.
5.5 Assistance. JHIBC Member will execute all documents and take all other actions reasonably requested by JHIBC in order to carry out and confirm the assignments contemplated by this Agreement, including without limitation applications for patents, registered designs, certificates of authorship, and other instruments or intellectual property protections appropriate to protect and enforce intellectual property rights throughout the world. If JHIBC Member fails to execute, acknowledge, verify, or deliver any such document reasonably requested by JHIBC, JHIBC Member irrevocably appoints JHIBC and its authorized officers and agents as JHIBC Member’s agent and attorney-in-fact to act in JHIBC Member’s place to execute, acknowledge, verify, and deliver any such document on JHIBC Member’s behalf. JHIBC Member’s obligations under this Section 5.5 apply during membership and at all times thereafter.
JHIBC Member will disclose and provide a true and correct copy of this Agreement to any prospective new partner or investor BEFORE accepting membership or engaging in any business venture. JHIBC Member authorizes JHIBC to provide a copy of this Agreement to any new or prospective JHIBC, business partner, or investor of JHIBC Member.
7.1 Third Party Beneficiaries. All JHIBC entities, including without limitation JHIBC, are intended third-party beneficiaries of JHIBC Member’s covenants and promises in this Agreement and have enforceable rights and remedies under this Agreement.
7.2 Waiver. No waiver of any right or obligation under this Agreement will be valid unless in writing and signed by an authorized officer of JHIBC. No waiver by JHIBC of any breach of this Agreement will be a waiver of any preceding or succeeding breach. No waiver by JHIBC of any right or obligation under this Agreement will be construed as a waiver of any other right or obligation. JHIBC will not be required to give prior notice to enforce strict adherence to all terms of this Agreement.
7.3 Governing Law and Jurisdiction. This Agreement will be governed and construed in accordance with the laws of Canada, excluding its choice of law provisions. Each party irrevocably consents to exclusive jurisdiction and venue in the province and federal courts located in Edmonton, Alberta, with respect to any action, claim, or proceeding arising out of or in connection with this Agreement, with the exception of requests for temporary or interlocutory injunctive relief, which may be sought in any appropriate court with jurisdiction.
7.4 Remedies. Any breach of this Agreement may cause JHIBC irreparable harm for which there is no adequate remedy at law. As a result, JHIBC will be entitled to the issuance by a court of competent jurisdiction of an injunction, restraining order, or other equitable relief in favour of itself, without the necessity of posting a bond, restraining JHIBC Member from committing or continuing to commit any such violation. Any right to obtain an injunction, restraining order, or other equitable relief under this Agreement will not be considered a waiver of any right to assert any other remedy JHIBC may have at law or in equity. Nothing in this Agreement will limit the remedies available to JHIBC. The restrictions in this Agreement are independent of any other provision of this Agreement and enforceable whether JHIBC Member may have or purport to have any claim against JHIBC.
7.5 Modification of Restrictions; Severability. Should a court of competent jurisdiction find that any provision of this Agreement, or compliance by any of the parties with any provision of this Agreement, is unlawful or unenforceable, such provision will be treated as narrowed to the extent required to make it lawful and enforceable. If such modification is not possible, the unlawful or unenforceable provision will be severed from the Agreement, and the remaining provisions will remain in full force and effect to the maximum extent consistent with applicable law. Suppose JHIBC Member breaches any post-membership obligations to JHIBC set forth in Section 4 of this Agreement. In that case, the applicable duration of such obligation will be extended by a period equal to the breaching conduct duration. This Agreement should be interpreted in a way that provides the maximum protection to JHIBC’s Confidential Information and other business interests and should not be interpreted against any party as its drafter.
7.6 Survival of Covenants. The covenants and promises contained in Sections 3 through 7 of this Agreement will survive after the Separation Date and shall be enforceable notwithstanding any change in JHIBC Member’s position, duties or location or JHIBC entity and notwithstanding any breach by JHIBC of any obligation to JHIBC Member.
7.7 Assignment. This Agreement will bind and inure to the benefit of JHIBC Member and JHIBC, and their respective heirs, legal representatives, and permitted successors and assigns. The covenants and promises of JHIBC Member under this Agreement are unique and personal. Accordingly, JHIBC Member may not assign any of JHIBC Member’s rights or duties under this Agreement. Joint-Heirs International Social Enterprises Inc. may assign this Agreement without notice to JHIBC Member. JHIBC Member consents to such assignment and agrees and acknowledges that all terms and conditions of this Agreement will remain in effect after any such assignment.
7.8 Entire Agreement. This Agreement contains the entire understanding between JHIBC Member and JHIBC with respect to the subject matter of this Agreement, and there are no representations, warranties, promises, or undertakings other than those contained in this Agreement. It supersedes and replaces any prior agreement in respect of this subject matter. No modification of or amendment to this Agreement will be effective unless in writing and signed by JHIBC Member and an authorized officer of JHIBC.
7.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be treated as an original, but all of which taken together will be treated as one and the same instrument.
HAVING READ AND FULLY UNDERSTOOD THIS AGREEMENT, I proceed to register as I agree to the terms and conditions and future modifications. I also agree that my registration is a vote in favour of multiculturalism, unity in diversity and equal opportunity in principle and practice..