Real Estate School - Express Pass

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Non-Disclosure Agreement

THIS IS A NON-DISCLOSURE AGREEMENT (the Agreement) dated 'Current Date' BETWEEN: 0988047 BC LTD. DBA BC ACADEMY OF REAL ESTATE OF 3012 Boundary Road, Burnaby, B.C. (the Provider) and 'the Recipient'.

The Provider and the Recipient desire to enter into a confidentiality agreement with regard to the Recipient only using the information for the purpose of teaching BC Real Estate Trading Services Licensing Course (the Permitted Purpose). 2. In connection with the Permitted Purpose, the Recipient will receive certain confidential information (the ‘Confidential Information’).
IN CONSIDERATION OF and as a condition of the Provider providing the confidential Information to the Recipient in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

1. All written materials provided by the Provider to the Recipient under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Recipient.

2. ‘Confidential Information’ means all data and information relating to the Information of the Provider, including proprietary and trade secret materials to which access is obtained by the Recipient, including Work Product, Business Operations, Marketing and Development Operations, and Customers.

3. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Provider and will only be used by the Recipient for the purpose of teaching the BC Real Estate Trading Services Licensing Course. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Provider or any of its affiliates or subsidiaries.

4. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Recipient in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for a period of five (5) years from the date of such expiration or termination.

5. For a period of five (5) years, the Recipient will not divert or attempt to divert from the Provider any business the Provider had enjoyed, solicited, or attempted to solicit, from its customers, at the time the parties entered into this Agreement.

6. Nothing contained in this Agreement will grant to or create in the Recipient, either expressly or impliedly, any right, title, interest or license in or the intellectual property of the Provider.

7. The Recipient agrees and acknowledges that the Confidential Information is a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Provider. Accordingly, the ExpressPass Recipient agrees that the Provider is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Recipient, any of its personnel, and any agents of the Recipient, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential information.

8. Any notices or delivery required in this Agreement will be deemed completed when handdelivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

9. In providing the Confidential Information, the Provider makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade-mark infringement that may result from the use of such information.

10. This Agreement will be construed in accordance with and governed by the laws of the Province of British Columbia.

11. Time is of the essence in this Agreement.

12. The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient.

13. The provider and the Recipient acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Provider and the Recipient that such provisions be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intentions of the Recipient to give the Provider the broadest possible protection against disclosure of the Confidential Information.

14. This Agreement will inure to the benefit of and be binding upon the respective heirs, executers, administrators, successors and assigns, as the case may be, of the Provider and the Recipient.

15. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

By signing below, I hereby agree to the terms and conditions set forth above.