CONDITIONS AND TERMS OF SERVICE
By signing the purchase order, the Client acknowledges having read and unconditionally accepted the applicable terms and conditions of sale.
Service Terms for Advertising Campaign Mandates
Effective as of January 1, 2019
THE PARTIES DECLARE AS FOLLOWS:
The Principal wishes the Agent to manage its digital advertising budget on search engines, Google websites, and other partner sites, granting the Agent an exclusive mandate to purchase digital advertising spaces.
The Principal grants the Agent the mandate expressly set forth in writing in this Agreement;
The Agent declares its acceptance to act as the Principal’s agent for the purposes outlined in this Agreement;
FOR THESE PURPOSES, THE PARTIES AGREE AS FOLLOWS:
1. GRANT OF MANDATE
1.1. The Principal appoints and authorizes the Agent to manage the digital advertising purchase budget (hereinafter the "Budget") for directing traffic to the Principal’s website (hereinafter the "Website"), through advertisements displayed on search engines, Google websites, and other partner websites via digital advertising purchasing platforms (hereinafter referred to individually or collectively as the "Third Party/Parties") (hereinafter the "Mandate").
1.2. The Principal authorizes the Agent, acting on behalf of the Principal, to enter into agreements with one or more Third Parties to execute the Mandate for advertising placements, provided the expenditures do not exceed the Budget as detailed in the purchase order annexed to this Agreement
(hereinafter the "Purchase Order").
2. REMUNERATION
2.1. The Agent shall not receive any remuneration from the Principal for executing the Mandate.
2.2. In consideration of the execution of the Mandate, the Principal authorizes the Agent to receive all forms of remuneration, benefits, and privileges from Third Parties (hereinafter the "Remuneration").
2.3. The Principal waives the right to know the nature of the Remuneration paid by the Third Party or Parties, notably due to the confidential nature of the agreement between the Agent and the Third Party or Parties.
2.4. The Principal acknowledges that Article 2.2 herein constitutes disclosure of a potential conflict of interest between the commercial interests of the Agent and those of the Principal and expressly and irrevocably waives the right to invoke any such conflict of interest in any judicial proceeding and/or claim, whether contractual or extracontractual in nature.
3. REIMBURSEMENT OF EXPENSES
3.1. The Principal agrees, within ten (10) days following a request from the Agent, to reimburse any expenses incurred and/or paid by the Agent to one or more Third Parties in the interest of the Principal, within the limits of the Mandate (hereinafter the "Reimbursement");
3.2. The Principal agrees to make the Reimbursement within the above-mentioned timeframe, failing which the Principal agrees to pay the Agent cumulative daily interest on the Reimbursement amount, calculated at a monthly rate of 2% (26.8% annually).
4. TERM OF THE MANDATE
4.1. The Mandate subject to this Agreement is exclusive and shall be effective for an initial term equivalent to the Initial Commitment period specified in the Purchase Order, commencing on the Effective Date. The Mandate shall automatically renew for successive terms of one (1) month unless the Principal sends the Agent a termination notice at least fifteen (15) days prior to the automatic renewal (hereinafter the "Term");
4.2. The Principal waives the right to revoke the Agreement during the commitment period specified on the purchase order;
4.3. The Agent reserves the right to terminate the Agreement by providing the Principal with fifteen (15) days' prior written notice;
4.4. Upon termination of the Agreement, the reimbursement becomes immediately payable.
5. EXCLUSIVITY
5.1. During the term of this Agreement, the Principal agrees not to grant a similar mandate or any mandate involving the management of digital advertising on search engines to another entity;
6. COLLABORATION
6.1. Upon request, the Principal shall provide the Agent with all necessary information and technical data required for the performance of this Agreement. The Principal shall provide all necessary support and collaboration to ensure the proper execution of this Agreement, including reimbursement in accordance with the terms of this Agreement..
7. NON-SOLICITATION
7.1. During the term of this Agreement, and for a period of eighteen (18) months following its termination, the Principal agrees not to solicit, recruit, or otherwise induce employees, consultants, or suppliers of the Agent, directly or indirectly, to terminate their relationship with the Agent. Should such solicitation or recruitment occur (whether directly or indirectly), the Principal agrees to pay the Agent liquidated damages in the amount of fifty thousand Canadian dollars (CAD $50,000) for each employee, consultant, or supplier hired by the Principal.
8. DEFAULT
8.1. The Principal shall be considered in default under this Agreement in the following circumstances:
a. If the Principal fails to comply with any obligations under this Agreement, notably section 3.1;
b. If the Principal ceases operations;
c. If the Principal reproduces, partially or wholly, the mandate created by the Agent without the Agent's consent;
(Each situation described above is hereinafter referred to individually as a "Default Event");
8.2. The Agent may immediately terminate the mandate upon the occurrence of a Default Event without any notice or formal demand, and without incurring any liability;
8.3. All amounts owed by the Principal to the Agent as reimbursement immediately become payable and bear interest in accordance with section 3.2
8.4. Furthermore, should the Agent be compelled to initiate legal proceedings to recover reimbursement and/or interest following a Default Event, the Principal shall be responsible for and agrees to pay all judicial and extrajudicial costs incurred by the Agent, including reasonable attorney fees.
9. INDEMNIFICATION AND WARRANTIES BY THE PRINCIPAL AND ITS REPRESENTATIVE
9.1. The Principal remains solely responsible for the informational content, photographs, or other materials on its website. The Principal agrees to indemnify, defend, and hold harmless the Agent, its parent companies, subsidiaries, affiliates, officers, directors, users, employees, legal advisors, and representatives from any third-party claims related to texts, photographs, or other elements provided to the Agent, including claims for damages, costs, losses, liabilities, and expenses (including reasonable legal fees). The Principal confirms that the provided information complies with all applicable laws, regulations, standards, copyrights, and licenses relating to visual, audio, or video materials.
9.2. The individual representing the Principal under this Agreement declares they are duly authorized to act on behalf of the Principal; otherwise, they shall personally guarantee any obligations arising from non-performance by the Principal under this Agreement.
10. STATISTICAL DECLARATION
10.1. The Principal acknowledges that the Agent may communicate data, including statistics, performance estimates, and other information illustrating results obtained by certain clients of the Agent or average results achieved by groups of the Agent’s clients. The Agent declares that such data is accurate to the best of its knowledge and is derived from reliable and independent sources. The Principal acknowledges this data is provided for informational purposes only, without analysis specific to the Principal's business, and actual results may vary.
11. THIRD-PARTY CONTENT
11.1. The Principal acknowledges and agrees that the Agent may aggregate, display, and publish third-party content relating to the Principal, and may also display the Principal’s content to third-party partners. The Principal releases the Agent from any liability related to any damage or loss, real or alleged, resulting directly or indirectly from third-party content or the display of the Principal's content to third-party partners.
12. LIMITATION OF WARRANTIES
12.1. THE AGENT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, SECURITY, ACCURACY, OR COMPLETENESS OF THE SERVICES PROVIDED TO THE PRINCIPAL. THE AGENT SPECIFICALLY DOES NOT WARRANT A) THE RELIABILITY OF DATA OBTAINED FROM THIRD PARTIES; B) THAT ECONOMIC RESULTS WILL MEET THE PRINCIPAL'S EXPECTATIONS; C) THE ACCURACY OR RELIABILITY OF STORED DATA; D) ANY SPECIFIC ADVERTISING SPACE; OR E) ACCESSIBILITY TO THE AGENT’S WEBSITE OR SERVERS. THE PRINCIPAL ASSUMES ALL RISKS ARISING FROM THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
13. LIMITATION OF LIABILITY
13.1. The Principal acknowledges that the Agent will not be able to fulfill its Mandate in the absence of a clause limiting its liability.
Therefore, the Principal acknowledges that this limitation of liability clause is an important part of the basis of this agreement as well as an essential condition of the Agent’s commitment to providing the Mandate
13.2. UNDER NO CIRCUMSTANCES SHALL THE AGENT, ITS REPRESENTATIVES, OR LICENSORS BE LIABLE FOR DAMAGES EXCEEDING FIFTY CANADIAN DOLLARS (CAD $50.00). IN NO EVENT SHALL THE AGENT OR ITS REPRESENTATIVES BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR ANY OTHER DAMAGES (INCLUDING BODILY INJURY, LOSS OF DATA, REVENUE, PROFITS, ENJOYMENT, OR OTHER ECONOMIC ADVANTAGE). THE AGENT SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM THE PRINCIPAL’S RELIANCE ON ADVERTISING CONTENT OR TRANSACTIONS WITH THIRD-PARTY SERVICE PROVIDERS, ADVERTISERS, OR SPONSORS.
14. ASSIGNMENT
14.1. The Agent may assign its mandate, obligations, or payments due under this Agreement to third parties without the Principal's prior written consent. The Principal may not assign this Agreement without the prior written consent of the Agent. If the Principal sells its assets, it must promptly notify the Agent, who may consent to the assignment of this Agreement.
15. PERSONAL INFORMATION
15.1. If the Principal is a natural person, the Principal acknowledges and agrees to the use of its personal information to allow the Agent to meet its obligations in accordance with the terms of this Agreement and fulfill its Mandate. Personal information may be made available to agents or to subcontractors of the Agent as part of the execution of the Mandate. The Agent’s written agreements with these agents and subcontractors shall stipulate that the personal information may be used only for the purpose for which they are disclosed to them. Because some of the agents and subcontractors of the Agent are located internationally, the personal information may be subject to foreign legislation requiring that confidential information be made available to international government agencies.
16. CONFIDENTIALITY
16.1. For the purposes of this Agreement, the term “Confidential information” shall mean any information so designated by either of the Parties and any information which, under the circumstances, would have reasonably had to be treated as such. Confidential information encompasses, without limitation, information of a technical nature, the content of market research studies, data related to the members of an organization or to analyses, research, new developments, processes and procedures, pricing, business plans or any other document, as well as any information concerning existing or planned products, as well as any information or documentation containing or mentioning such information.
16.2. Neither of the Parties shall make the Confidential Information of the other party available to a third party. Each party shall undertake to take the same care to protect the Confidential Information of the other party as they do with their own Confidential Information, and such care shall, at the very least, be reasonable.
16.3. The obligations stated in the previous provision do not apply to information: i) that must be disclosed to a Third Party, such as, for example, without limitation, to Alphabet Inc., the owner of the “Google” and “Google Analytics” online services, in the context of the execution of the Mandate arising from this Agreement; ii) which can be shown to have already been public knowledge at the time it was made available by the information-owning party to the other party, or at the time it was obtained by the other party; iii) that is part of the public domain or becomes public knowledge without an omission or a wrongful act on the part of the other party being involved; iv) which can be shown, through the written records of the other party as supporting evidence, to have been developed or obtained by the other party in an independent manner, without the use of confidential information and without referring to such information; v) that was provided to the other party by a third party that has no obligation of confidentiality towards the party owning the information; vi) that is required by law to be disclosed by the other party, provided that the latter notifies the other party that owns the information so that it can take legal action in order to avoid this disclosure and mitigate its consequences.
17. SEVERABILITY
17.1. Each clause of this Agreement forms a distinct entity, so that any decision by a court to the effect that any of the provisions of this Agreement is deemed invalid or unenforceable shall not affect the legality or validity of the other provisions of this Agreement or their enforceability, unless intention to the contrary clearly appears in the text;
18. APPLICABLE LAWS AND ELECTION OF DOMICILE
18.1. This Agreement shall be governed by the laws of the Province of Quebec, regardless of conflict of law principles that would otherwise require the application of the laws of any other territory. The Parties agree to elect domicile in the judicial district of Montreal, Quebec, and choose this as the appropriate district for the hearing of any claim arising from the interpretation, application, performance, entry into force, validity and effects of this Agreement.
Terms and Conditions for Other Services Offered by CyberPublicity Excluding Advertising Campaigns
Effective as of January 1, 2016.
This Agreement sets forth the terms and conditions governing the understanding between the Parties (as defined below). Any contract signed by the Parties shall form an integral part hereof. Specific terms applicable to advertising campaign mandates are defined in the corresponding sections of these terms and conditions, which prevail over any conflicting provisions elsewhere in this document.
(hereinafter referred to as the “Agreement”)
1. DEFINITIONS
As used in this Agreement, the following terms and expressions have the meanings respectively assigned to them below:
“CyberPublicity” refers to 7923082 Canada Ltd., a business corporation governed by the Canada Business Corporations Act (R.S.C. 1985, c. C-44) doing business under the name CyberPublicity;
“Client” refers to the person or company retaining the services of CyberPublicity for Expertise Services;
“Parties” collectively refers to the Client and CyberPublicity;
“Expertise Services” refers to the services provided by CyberPublicity to the Client, including digital marketing, search engine optimization, internet advertising, web programming, web design, web integration, social media strategy, virtual tour, cybermetrics, project management, web video, web hosting and email.
2. COLLABORATION
Upon request, the Client will provide CyberPublicity with the information and technical data required for the performance of the Expertise Services contemplated by this agreement. The Client will provide all of the necessary support and collaboration for the proper performance of the agreement, including the revision of content before it is published online..
3. NON-SOLLICITATION
As long as the Agreement is in effect and for a period of eighteen (18) months following its termination, the Client may not solicit or recruit, for itself or for its subsidiaries, any CyberPublicity employees or incite them in any manner to end their relationship with CyberPublicity. The Parties agree that if such solicitation or hiring (whether direct or indirect) takes place, the Client will pay Cyberpublicity a sum of one hundred thousand Canadian dollars ($100,000.00) for each employee or consultant hired by the Client as liquidated damages and interest.
4. CLIENT CREDIT APPROVAL
The Client recognizes that this Agreement is conditional on the Client’s credit approval by CyberPublicity. Consequently, the Client authorizes CyberPublicity to carry out standard checks with third parties on its solvency and creditworthiness and authorizes Cyberpublicity to communicate with third parties in order to obtain the relevant credit information.
5. METHODS OF PAYMENT AND INTEREST CHARGES
The Client undertakes to pay the invoices sent by CyberPublicity within twenty (20) days of receiving them. Any invoice that remains unpaid after that time will collect interest at a monthly rate of 2% (26.8% annually).
6. WAIVER OF CERTAIN PROVISIONS
THE PARTIES HEREBY EXPRESSLY WAIVE THE APPLICATION OF ARTICLES 2125 to 2129 OF THE CIVIL CODE OF QUÉBEC (RLRQ c CCQ-1991) WITH RESPECT TO THIS AGREEMENT.
7. DFAUT
7.1 The Client will be in default under this Agreement in the following cases (each a “Default”):
a) If the Client does not pay an invoice within 20 days of receiving it;
b) If the Client ceases its activities;
c) If, without the consent of CyberPublicity, the Client reproduces, in whole or in part, the Expertise Services created by CyberPublicity;
(The default situations listed above each constitute a “Default Situation” referred to below:)
7.2 In the event of a Default, CyberPublicity may terminate the Agreement immediately and without providing notice, without liability;
7.3 If the Agreement is terminated by the application of clause 8.2, all the remaining Monthly Installments for the Term of this Agreement shall become immediately due and payable as liquidated damages.
8. VARIABLE TERM AND RENEWAL
8.1 The monthly fees cover one month (or one monthly installment), defined by the calendar month (12 months in the year). The first month is written on the sale order.
8.2 This agreement and the Expertise Services are automatically renewed for consecutive subsequent periods (each known as a “Renewal Period”) with the same term as the initial term (the “Initial Term”) (the Renewal Periods and the Initial Term are collectively referred to as the “Term”), unless the Client gives CyberPublicity written notice of non-renewal at least twenty (20) days before the end of the Initial Term or any Renewal Period. Notwithstanding the previous sentence, CyberPublicity may, at its discretion, cease offering its services to the Client if it is unable to obtain the Client’s confirmation of renewal.
9.TERMINATION
9.1 At any time, CyberPublicity may terminate this Agreement or cease providing any part of the Expertise Services set out under this Agreement, for any reason whatsoever, by giving the Client thirty (30) days’ prior written notice. CyberPublicity must reimburse to the Client the fees and other charges paid by the Client for Expertise Services that have not been rendered.
9.2 The Client may only terminate this Agreement by giving thirty (30) days’ prior written notice to CyberPublicity accompanied by the payment of 85% of the Monthly Installments remaining within the Term under the Agreement as liquidated damages.
10. FEE INCREASES
10.1 CyberPublicity reserves the right to increase the fees charged under this Agreement on a yearly basis in accordance with its standard practices. The Client must pay the Fees thus increased to CyberPublicity upon receipt of a notice of fee increase (hereafter, “Notice of Increase”).
10.2 Upon receipt of a Notice of Increase, the Client will have a maximum of thirty (30) days to refuse the increase in writing, without which it will be deemed to have accepted it. Further to a Client’s refusal of an increase, CyberPublicity may terminate this Agreement immediately, at its discretion, without any additional time limit and without notice, without any liability on its part. .
11. CLIENT GUARANTEES AND INDEMNIFICATION
Client alone is responsible for the information, content, photos and other items on its website. The Client will hold CyberPublicity harmless and will defend it, indemnify it, and release it from all liability from any claims by third parties connected to the text, photos or other elements provided to CyberPublicity, as well as their parent organizations, subsidiaries, affiliated companies, officers, directors, users, employees, legal advisors, and representatives regarding damages, costs, claims, losses, liabilities and expenditures (including legal expenses and lawyers’ fees). The Client affirms that the information provided for integration into the website does not contravene the various applicable laws, regulations, or other standards, including copyright and user licenses for visual, audio or video model.
12. STATISTICAL REPORTING
The Client recognizes that, for the purposes of promoting CyberPublicity’s services, CyberPublicity may share information, including statistics, productivity estimates, and other types of information, that demonstrate the results obtained by certain CyberPublicity Clients or the average results obtained by certain groups of CyberPublicity Clients. CyberPublicity declares that this information is correct to the best of its knowledge and that it was obtained from reliable, independent sources. The Client also recognizes that this information is communicated solely for information purposes, that CyberPublicity does not carry out any analysis of the Client’s business and that, consequently, the results obtained by the Client may differ. .
13. THIRD PARTY CONTENT
The Client acknowledges and agrees that CyberPublicity may group, post, and publish content from third parties that concerns Client and that it may share the Client’s content with third party partners. The Client also acknowledges and agrees that CyberPublicity is not liable and has no obligation, directly or indirectly, regarding damage or losses, real or alleged, caused directly or indirectly by content from third parties or by the sharing of the Client’s content with third party partners. The Client releases CyberPublicity from all liability related to third party content and to the sharing of the Client’s content with third party partners.
14. LIMITATION OF GUARANTEE
CYBERPUBLICITY MAKES NO DECLARATION AND OFFERS NO GUARANTEE WITH RESPECT TO THE RELIABILITY, RAPIDITY, QUALITY, RELEVANCE, AVAILABILITY, SECURITY, ACCURACY, OR EXHAUSTIVENESS OF THE EXPERTISE SERVICES THAT IT OFFERS TO CLIENT. CYBERPUBLICITY DOES NOT DECLARE AND DOES NOT GUARANTEE THAT A) THE INFORMATION FROM THIRD PARTIES IS RELIABLE; B) THE ECONOMIC RESULTS WILL MEET YOUR EXPECTATIONS, AS CYBERPUBLICITY OFFERS NO GUARANTEE OR PROMISE REGARDING THE EFFECTIVENESS OF THE EXPERTISE SERVICES OFFERED; C) THE DATA STORED WILL BE ACCURATE OR RELIABLE; D) ONE OR SEVERAL SPECIFIC EXPERTISE SPACES WILL BE PROVIDED; E) ACCESS TO OUR WEBSITE AND/OR TO OUR SERVERS WILL BE AVAILABLE. CYBERPUBLICITY MAKES NO DECLARATION AND OFFERS NO GUARANTEE HEREIN REGARDING THE RELIABILITY, RAPIDITY, OR QUALITY OF THE SERVICES AND YOU ACKNOWLEDGE AND AGREE THAT ALL OF THE RISKS ARISING FROM THE USE OF THE SERVICES FALL EXCLUSIVELY UNDER YOUR RESPONSIBILITY, WITHIN THE LIMITS PROVIDED BY THE LAWS IN FORCE.
15 LIMITATION OF LIABILITY
15.1 The Client acknowledges that CyberPublicity provides a large number of Expertise Services and that, as a result, errors may occur. For financial reasons, CyberPublicity is not able to provide Expertise Services without a clause limiting its liability. Therefore, Client acknowledges that this limitation of liability clause constitutes an important basis of this Agreement and an essential condition of CyberPublicity’s commitment to provide Expertise Services in exchange for the agreed-upon Fees.
15.2 IN NO CASE WILL CYBERPUBLICITY’S LIABILITY OR THAT OF ITS REPRESENTATIVES AND LICENSORS EXCEED THE LESSER OF THE SUM OF THE AMOUNTS THAT YOU HAVE PAID TO CYBERPUBLICITY DURING THE THREE MONTHS (3) IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH A CLAIM OR THE AMOUNT OF FIFTY CANADIAN DOLLARS ($50). IN NO CASE MAY CYBERPUBLICITY, ITS REPRESENTATIVES OR ITS LICENSORS BE HELD LIABLE TO YOU FOR INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL DAMAGES OR OTHER DAMAGE OF ANY TYPE WHATSOEVER (INCLUDING BODILY INJURY AND THE LOSS OF DATA, REVENUE, PROFITS, ENJOYMENT OR ANY OTHER FINANCIAL BENEFIT). IN NO CASE MAY CYBERPUBLICITY, ITS REPRESENTATIVES, OR ITS LICENSORS BE HELD LIABLE FOR LOSSES, DAMAGE, OR INJURIES ON YOUR PART, INCLUDING, WITHOUT LIMITING THE FOREGOING, LOSSES, DAMAGE OR INJURY ARISING FROM YOUR FAITH IN THE EXHAUSTIVENESS, ACCURACY, OR TRUTH OF AN ADVERTISEMENT, OR FURTHER TO A RELATIONSHIP OR TRANSACTION BETWEEN YOU AND A SERVICE PROVIDER, ADVERTISER, OR THIRD PARTY SPONSOR WHOSE ADVERTISING IS POSTED ON OR WITHIN THE WEBSITE.
15.3 At no time will CyberPublicity be responsible for ending your previous expertise services with your former service providers. It is the responsibility of the Client to ensure that previous services are terminated if Client so desires.
16. ASSIGNMENT
CyberPublicity may assign this Agreement, any of its obligations, and any payment due under this Agreement to a third party without the prior written consent of the Client. The Client may not assign this Agreement without the prior written consent of CyberPublicity. If the Client sells its business or its assets, it must immediately notify CyberPublicity, which may consent to the assignment.
17. NATURE OF YOUR RELATIONSHIP WITH CYBERPUBLICITY
The Client agrees that the commitments undertaken by CyberPublicity under this Agreement do not prevent CyberPublicity from providing services to any of the Client’s competitors.
18. CYBERPUBLICITY TRADEMARKS AND OWNERSHIP OF EXPERTISE SERVICES
The Client acknowledges that it may not use the name or any of the trademarks of CyberPublicity without the prior written consent of CyberPublicity. The Client also acknowledges that CyberPublicity holds all of the intellectual property rights associated with the Expertise Services, including, in particular, online publicity, and the Client undertakes to refrain from reproducing these assets without the prior written consent of CyberPublicity.
19. PERSONAL INFORMATION
If the Client is a natural person, CyberPublicity states that his or her personal information will be used to allow CyberPublicity to fulfill its obligations under the terms of this Agreement and to provide him or her with the requested Expertise Services. Personal information may be communicated to CyberPublicity representatives or subcontractors as part of the services that they provide to CyberPublicity for the purposes of the Expertise Services. CyberPublicity’s written agreements with these representatives and subcontractors stipulate that such personal information may only be used for the purpose for which it is communicated to them, and these representatives and sub-contractors must manage this personal information in such a way as to adhere to CyberPublicity’s policy on confidential information. Since certain CyberPublicity representatives and subcontractors are located in other countries, this personal information may be subject to foreign laws requiring that confidential information be communicated to government entities in those countries.
20. CONFIDENTIALITY
20.1 For the purposes of this Agreement, the term “Confidential Information” refers to any information so designated by either of the Parties and any information which, according to the circumstances, should reasonably be treated as such. Confidential Information may include, without limiting the forgoing, information of a technical nature, the content of market studies, information related to the members of an organization, analyses, research, new developments, procedures and processes, pricing, business plans, or any other document, any information concerning existing or planned products, as well as any information or documentation containing such information or referring to it.
20.2 Neither of the Parties may communicate the other party’s Confidential Information to any third party. Each party undertakes to be as careful to protect the other party’s Confidential Information as they are their own, and this care must be at the very least reasonable.
20.3 The obligations set out in the provision above do not apply to the Confidential Information of a Party: i) which one can demonstrate was already known to the public at the time of its communication by the owning party to the other party or the other party’s obtainment of it; ii) which is in the public domain or should be known by the public, as long as the reason for this is not an omission or an illegal act on the part of the other party; iii) which one can demonstrate, by means of the other party’s written records as supporting evidence, that it was created or obtained by the other party independently, without the use of the Confidential Information or a reference to such information; iv) which was provided to the other party by a third party that does not have an obligation of confidentiality toward the party that owns the information; v) which much be disclosed by law by the other party, on the condition that the other party notifies the party that owns the information so that it may take legal action to prevent such disclosure or minimize the consequences.
20.4 It is understood that a strategic document of a technical nature produced by either of the Parties under this Agreement will contain trade secrets, information regarding procedures and processes, as well as strategic and technical information, which are of a confidential nature and must not be shared with a third party who provides the same or similar services.
21. APPLICABLE LAWS AND ELECTION OF DOMICILE
This Agreement will be governed by the laws of the Province of Quebec, without giving effect to any principles of conflict of laws that otherwise might require the application of the laws of any other jurisdiction. The Parties agree to elect domicile in the judicial district of Montréal, Province of Quebec, and choose said district as the appropriate district for the hearing of all claims arising from the interpretation, application, performance, entry into effect, validity, and effects of this Agreement.