Purpose

The Parties wish to explore and perform a Capture ownership engagement (dual-brand websites, admin hub, voice AI, social, maps, ads, research, ownership path, and related commercial discussions) for businesses operating in Alberta and Canada (the “Purpose”). In connection with the Purpose, each Party may disclose Confidential Information to the other.

Confidential Information

“Confidential Information” means all non-public information disclosed by a Party (the “Discloser”) to the other (the “Recipient”), whether orally, in writing, electronically, or by inspection, including without limitation:

• Business plans, pricing, proposals, payment terms, commissions, forecasts, and commercial strategy;
• Technical systems, software, source code, architectures, agent workflows, prompts, hub configuration, documentation, and security measures;
• Client and prospect lists, research dossiers (including Edmonton condo market research), lead data, campaign materials, and operational metrics;
• Financial data, banking details used for payment setup, and trade secrets;
• Personal information as defined in the Personal Information Protection Act, S.A. 2003, c. P-6.5 (“PIPA”), and, where applicable, the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (“PIPEDA”);
• Any analyses, notes, or materials prepared by the Recipient that contain or reflect the foregoing.

Obligations of the Recipient

The Recipient shall:

1. Hold Confidential Information in strict confidence;
2. Use it solely for the Purpose and for no other purpose;
3. Protect it with at least the same degree of care used for its own confidential information, and in no event less than reasonable care;
4. Limit access to officers, employees, and professional advisors who need to know and who are bound by confidentiality duties at least as protective as this Agreement;
5. Not reverse engineer, decompile, or attempt to derive source code or trade secrets from disclosed software or systems;
6. Promptly notify the Discloser of any unauthorized use or disclosure of which the Recipient becomes aware;
7. Handle personal information in accordance with PIPA (and PIPEDA where it applies) and only for the Purpose.

Exclusions

Confidential Information does not include information that the Recipient can demonstrate by written evidence:

1. Is or becomes publicly available through no fault of the Recipient;
2. Was already known to the Recipient without a duty of confidentiality;
3. Is independently developed without use of the Discloser’s Confidential Information;
4. Is received lawfully from a third party not, to the Recipient’s knowledge, under a confidentiality duty to the Discloser; or
5. Is approved for release in writing by the Discloser.

Compelled disclosure

If the Recipient is required by law, regulation, court order, or regulatory authority (including under Alberta or federal process) to disclose Confidential Information, the Recipient shall, to the extent legally permitted: (a) give the Discloser prompt written notice so the Discloser may seek a protective order; (b) disclose only what is legally required; and (c) use reasonable efforts to obtain confidential treatment. Nothing in this Agreement requires either Party to violate law.

Term, survival, return

6.1 Term

This Agreement begins on the Effective Date and continues for two (2) years, unless earlier terminated on thirty (30) days’ written notice.

6.2 Survival

Confidentiality obligations survive: (a) five (5) years from disclosure for general Confidential Information; and (b) indefinitely for trade secrets for so long as they remain trade secrets under applicable law.

6.3 Return or destruction

Upon written request or termination, the Recipient shall within fifteen (15) days return or securely destroy Confidential Information (including electronic copies) and, if requested, confirm in writing. One archival copy may be retained solely for legal hold or regulatory compliance, and residual copies on automated backups need not be scrubbed until normal rotation, provided they remain subject to this Agreement.

No licence · no obligation to deal

No licence or assignment of intellectual property is granted by this Agreement. This NDA does not obligate either Party to enter a services agreement, pay fees, or complete the Capture engagement.

Remedies

Breach may cause irreparable harm for which damages are inadequate. The Discloser may seek interim, interlocutory, or permanent injunctive or other equitable relief from the Court of King’s Bench of Alberta (or other court of competent jurisdiction in Alberta), without the requirement to post security, in addition to all other remedies at law or in equity. Remedies are cumulative.

Governing law · venue · disputes

9.1 Governing law

This Agreement is governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law rules that would apply another jurisdiction’s laws.

9.2 Attornment

The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta sitting in Edmonton, including the Court of King’s Bench of Alberta, for litigation of disputes, subject to Section 9.3.

9.3 Dispute resolution

Before litigation (except for injunctive relief under Article 8), the Parties shall attempt good-faith negotiation for thirty (30) days. If unresolved, either Party may refer the dispute to mediation in Edmonton, Alberta. If mediation fails, either Party may pursue arbitration under the Arbitration Act, R.S.A. 2000, c. A-43, or court proceedings as permitted by law. Seat of arbitration: Edmonton, Alberta. Language: English.

General

10.1 Entire agreement

This Agreement is the entire agreement on confidentiality and supersedes prior discussions on that subject. It may be amended only by a written instrument signed by the Parties.

10.2 Severability · waiver

If any provision is unenforceable, it shall be modified to the minimum extent necessary and the remainder remains in force. No waiver is effective unless in writing; failure to enforce is not a waiver.

10.3 Assignment

Neither Party may assign this Agreement without the other’s prior written consent, except to a successor in a merger, amalgamation, or sale of substantially all assets, provided the successor assumes this Agreement in writing.

10.4 Notices

Notices shall be in writing and delivered by personal delivery, courier, registered mail, or email with reasonable confirmation of delivery. Electronic communications and electronic signatures are valid under the Electronic Transactions Act, S.A. 2001, c. E-5.5.

10.5 Counterparts · language

This Agreement may be signed in counterparts (including PDF and electronic signature); each is an original and all together one instrument. The Parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont exigé que la présente convention et les documents qui s’y rattachent soient rédigés en anglais.

10.6 No partnership

Nothing creates a partnership, joint venture, employment, or agency relationship.

10.7 Joint Client parties

ProShield Leak Detection Inc. and CK Condominium Consultants LTD are jointly and severally bound as Client under this Agreement unless a signed writing states otherwise.