Zillian Group Business Community Nigeria Interview Form

Let us build a bright future

Zillian Group Is here to serve the community and create a health and wealthy business family across the world.

We strongly believe in the creator of heaven and earth are looking for people who uphold the laws of the all mighty. we love our neighbors as we love our selves.

 

Personal information

Full address *

Company (Optional)

Please select all technical related skills that you have some level of experience in.

Please select all Business related skills that you have some level of experience in.

Do you currently own a business *

If you do own please describe that business

Are you currently working for anothe company *


Non-Compete Agreement

The Document Bellow is a legal contract by accepting it you are agreeing to the terms. The agreement is designed to protect the customers and the companies information,  Workers/Employees/Contractor, Physical/Digital and intellectual properties.

NON-COMPETE AGREEMENT

THIS NON-COMPETE AGREEMENT (the "Agreement") dated this ________ day of ________________, ________

BETWEEN:


10557960 Canada Inc (Zillian Group Business Community) of 20 Brimwood blvd Toronto Ontario M1V1B7
(the "Information Provider")

OF THE FIRST PART

- AND -


Employee/Contractor/Subcontractor of ________________________________________________________________________________
(the "Recipient")

OF THE SECOND PART

BACKGROUND:

  1. The Information Provider and the Recipient desire to enter into a non-competition agreement with regard to: The Confidential information may be use by the Recipient for the purpose accomplishing the job that is hired or contracted for by. 10557960 Canada Inc (Zillian Group Business Community). (the "Permitted Purpose").
  2. In connection with the Permitted Purpose, the Recipient will receive certain confidential information (the 'Confidential Information') and the Information Provider has sought assurance this will not be exploited to gain a competitive advantage.

IN CONSIDERATION OF and as a condition of the Information 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. Non-Competition
  2. Other than with the express written consent of the Information Provider, which consent may not be unreasonably withheld, the Recipient will not, from the date of this Agreement until June 9, 2030, be directly or indirectly involved with a business which is in direct competition with the business lines of the Information Provider that are the subject of this Agreement.
  3. Other than with the express written consent of the Information Provider, which consent may not be unreasonably withheld, the Recipient will not, from the date of this Agreement until June 9, 2030, be directly or indirectly involved with a business which is in direct competition with the Information Provider in the market for the Invention.
  4. From the date of this Agreement until June 9, 2030, the Recipient will not divert or attempt to divert from the Information Provider any business the Information Provider had enjoyed, solicited, or attempted to solicit, from their customers, at the time the parties entered into this Agreement.
  5. Non-Solicitation
  6. The Recipient, their affiliates, subsidiaries and representatives will not, from the date of this Agreement until June 9, 2030, directly or indirectly solicit for employment or employ any person who is now employed or retained by the Information Provider or any affiliate of the Information Provider without the prior written consent of the Information Provider.
  7. Confidential Information
  8. All written and oral information and materials disclosed or provided by the Information Provider to the Recipient under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Recipient.
  9. The Confidential Information means all data and information relating to the product or products of the Information Provider as well as all data and information relating to the Information Provider, including but not limited to, the following:
    1. 'Customer Information' which includes names of customers of the Information Provider, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Information Provider;
    2. 'Intellectual Property' which includes information relating to the Information Provider's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
    3. 'Marketing and Development Information' which includes marketing and development plans of the Information Provider, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Information Provider which have been or are being discussed;
    4. 'Business Operations' which includes internal personnel and financial information of the Information Provider, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Information Provider, and the manner and methods of conducting the Information Provider's business;
    5. 'Product Information' which includes all specifications for products of the Information Provider as well as work product resulting from or related to work or projects of the Information Provider, of any type or form in any stage of actual or anticipated research and development;
    6. 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Information Provider, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
    7. 'Service Information' which includes all data and information relating to the services provided by the Information Provider, including but not limited to, plans, schedules, manpower, inspection, and training information;
    8. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Information Provider, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
    9. 'Computer Technology' which includes all scientific and technical information or material of the Information Provider, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
    10. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Information Provider; and
    11. Confidential Information will also include any information that has been disclosed by a third party to the Information Provider and is protected by a non-disclosure agreement entered into between the third party and the Information Provider.
  10. Confidential Information will not include the following information:
    1. Information that is generally known in the industry of the Information Provider;
    2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;
    3. Information rightly in the possession of the Recipient prior to receiving the Confidential Information from the Information Provider;
    4. Information that is independently created by the Recipient without direct or indirect use of the Confidential Information; or
    5. Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.
  11. Confidential Obligations
  12. Except as otherwise provided in this Agreement, the Recipient must keep the Confidential Information confidential.
  13. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Information Provider and will only be used by the Recipient for the Permitted Purpose. The Recipient will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Information Provider or any associated affiliates or subsidiaries.
  14. The obligations to ensure and protect the confidentiality 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 those obligations will last indefinitely.
  15. The Recipient may disclose any of the Confidential Information:
    1. to such employees, agents, representatives and advisors of the Recipient that have a need to know for the Permitted Purpose provided that:
      1. the Recipient has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of confidentiality and non-use as the Recipient;
      3. the Recipient agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Recipient agrees to be responsible for and indemnify the Information Provider for any breach of this Agreement by their personnel.
    2. to a third party where the Information Provider has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
  16. The Recipient agrees to retain all Confidential Information at their usual place of business and to store all Confidential Information separate from other information and documents held in the same location. Further, the Confidential Information may not be used, reproduced, transformed, or stored on a computer or device that is accessible to persons to whom disclosure may not be made, as set out in this Agreement.
  17. Ownership and Title
  18. 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 to the intellectual property of the Information Provider.
  19. Remedies
  20. The Recipient agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any failure to maintain the confidentiality of the Confidential Information in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Information Provider. Accordingly, the Recipient agrees that the Information Provider is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Recipient 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.
  21. Return of Confidential Information
  22. The Recipient will keep track of all Confidential Information provided to them and the location of such information. The Information Provider may at any time request the return of all Confidential Information from the Recipient. Upon the request of the Information Provider, or in the event that the Recipient ceases to require use of the Confidential Information, or upon the expiration or termination of this Agreement, the Recipient will:
    1. return all Confidential Information to the Information Provider and will not retain any copies of this information;
    2. destroy or have destroyed all memoranda, notes, reports and other works based on or derived from the Recipient's review of the confidential information; and
    3. provide a certificate to the Information Provider that such materials have been destroyed or returned, as the case may be.
  23. Notices
  24. In the event that the Recipient is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Recipient will give to the Information Provider prompt written notice of such request so the Information Provider may seek an appropriate remedy or alternatively to waive the Recipient's compliance with the provisions of this Agreement in regard to the request.
  25. If the Recipient loses or fails to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, the Recipient will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  26. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, 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.
  27. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    1. 10557960 Canada Inc (Zillian Group Business Community)
      20 Brimwood blvd Toronto Ontario M1V1B7
    2. Employee/Contractor/Subcontractor
      ________________________________________________________________________________
  28. Representations
  29. In providing the Confidential Information, the Information 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.
  30. Termination
  31. Either party may terminate this Agreement by providing written notice to the other party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
  32. Assignment
  33. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
  34. Amendments
  35. This Agreement may only be amended or modified by a written instrument executed by both the Information Provider and the Recipient.
  36. Governing Law
  37. This Agreement will be construed in accordance with and governed by the laws of Province of Ontario.
  38. General Provisions
  39. Time is of the essence in this Agreement.
  40. This Agreement may be executed in counterpart.
  41. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  42. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
  43. The Recipient is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Information Provider in enforcing this Agreement as a result of any default of this Agreement by the Recipient.
  44. The Information 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 Information Provider and the Recipient that such provision 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 intention of the Recipient to give the Information Provider the broadest possible protection to maintain the confidentiality of the Confidential Information.
  45. No failure or delay by the Information Provider in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  46. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Information Provider and the Recipient.
  47. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF 10557960 Canada Inc (Zillian Group Business Community) and Employee/Contractor/Subcontractor have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.


_______________________________
10557960 Canada Inc (Zillian Group Business Community)

_______________________________
Employee/Contractor/Subcontractor

Do you agree *


NON-DISCLOSURE AGREEMENT

The Document Bellow is a legal contract by accepting it you are agreeing to the terms. The agreement is designed to protect the customers and the companies information,  Workers/Employees/Contractor, Physical/Digital and intellectual properties.
The overview of this contract covers that you will not solicit in any way any of our customers clients and employees. or make any form of agreement with our clients without first getting a legal agreement from us 10557960 Canada Inc (Zillian Group Business Community) of 20 Brimwood Blvd Toronto, Ontario, M1V 1B7

Non-disclosure agreement *

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") dated this ________ day of ________________, ________

BETWEEN:

10557960 Canada Inc (Zillian Group Business Community) of 20 Brimwood Blvd Toronto, Ontario, M1V 1B7
(the "Client")

OF THE FIRST PART

- AND -

Employee/Contractor/Subcontractor of ______________________________________________________
(the "Contractor")

OF THE SECOND PART

BACKGROUND:

  1. The Contractor is currently or may be retained as an independent contractor with the Client for the position of: ____________________________________________________________ In addition to this responsibility or position (the "Retainer"), this Agreement also covers any position or responsibility now or later held with all of our Client.
  2. The Contractor will receive from the Client, or develop on the behalf of the Client, Confidential Information as a result of the Retainer (the 'Permitted Purpose').

IN CONSIDERATION OF and as a condition of the Client retaining the Contractor and the Client providing the Confidential Information to the Contractor 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. Confidential Information
  2. All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Contractor.
  3. The Contractor acknowledges that in any position the Contractor may hold, in and as a result of the Contractor's retainer by the Client, the Contractor will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Client and which information is the exclusive property of the Client.
  4. 'Confidential Information' means all data and information relating to the business and management of the Client, including but not limited to, the following:
    1. 'Customer Information' which includes names of customers of the Client, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Client;
    2. 'Intellectual Property' which includes information relating to the Client's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
    3. 'Marketing and Development Information' which includes marketing and development plans of the Client, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Client which have been or are being discussed;
    4. 'Business Operations' which includes internal personnel and financial information of the Client, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Client, and the manner and methods of conducting the Client's business;
    5. 'Product Information' which includes all specifications for products of the Client as well as work product resulting from or related to work or projects performed or to be performed for the  Client or for clients of the Client, of any type or form in any stage of actual or anticipated research and development;
    6. 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Client, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
    7. 'Service Information' which includes all data and information relating to the services provided by the Client, including but not limited to, plans, schedules, manpower, inspection, and training information;
    8. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Client, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
    9. 'Computer Technology' which includes all scientific and technical information or material of the Client, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
    10. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Client; and
    11. Confidential Information will also include any information that has been disclosed by a third party to the Client and is protected by a non-disclosure agreement entered into between the third party and the Client.
  5. Confidential Information will not include the following information:
    1. Information that is generally known in the industry of the Client;
    2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Contractor;
    3. Information rightly in the possession of the Contractor prior to the disclosure to the Contractor by the Client;
    4. Information that is independently created by the Contractor without direct or indirect use of the Confidential Information; or
    5. Information that the Contractor rightfully obtains from a third party who has the right to transfer or disclose it.
  6. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Client and will only be used by the Contractor for the Permitted Purpose. The Contractor will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Client or any associated affiliates or subsidiaries.
  7. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Contractor 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 those obligations will last indefinitely.
  8. The Contractor may disclose any of the Confidential Information:
    1. to such employees, agents, representatives and advisors of the  Contractor that have a need to know for the Permitted Purpose provided that:
      1. the Contractor has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Contractor;
      3. the Contractor agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Contractor agrees to be responsible for and indemnify the Client for any breach of this Agreement by its personnel.
    2. to a third party where the Client has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
  9. Avoiding Conflict of Opportunities
  10. It is understood and agreed that any business opportunity relating to or similar to the Client's current or anticipated business opportunities coming to the attention of the Contractor during the Contractor's retainer is an opportunity belonging to the Client. Accordingly, the Contractor will advise the Client of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Client.
  11. Without the written consent of the Client, the Contractor further agrees not to:
    1. solely or jointly with others undertake or join any planning for or organization of any business activity competitive with the current or anticipated business activities of the Client; and
    2. directly or indirectly, engage or participate in any other business activities which the Client, in its reasonable discretion, determines to be in conflict with the best interests of the Client.
  12. Non-Solicitation
  13. Any attempt on the part of the Contractor to induce others to leave the Client's employ, or any effort by the Contractor to interfere with the Client's relationship with its other employees and contractors would be harmful and damaging to the Client. The Contractor agrees that from the date of this Agreement until May 15, 2025, the Contractor will not in any way, directly or indirectly:
    1. induce or attempt to induce any employee or contractor of the Client to quit their employment or retainer with the Client;
    2. otherwise interfere with or disrupt the Client's relationship with its employees and contractors;
    3. discuss employment opportunities or provide information about competitive employment to any of the Client's employees or contractors; or
    4. solicit, entice, or hire away any employee or contractor of the Client.

    This obligation will be limited in scope to those persons that were employees or contractors of the Client at the same time that the Contractor was retained by the Client.

  14. Non-Competition
  15. Other than through employment with a bona-fide independent party, or with the express written consent of the Client, which will not be unreasonably withheld, the Contractor will not, from the date of this Agreement until May 15, 2020, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Client that the Contractor was working during any time in the last year of retainer with the Client.
  16. From the date of this Agreement until May 15, 2020, the Contractor will not divert or attempt to divert from the Client any business the Client had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Retainer.
  17. Ownership and Title
  18. The Contractor acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Client. Accordingly, the Contractor specifically agrees and acknowledges that the Contractor will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Contractor may have created or contributed to the creation of that Confidential Information.
  19. The Contractor does hereby waive any moral rights that the Contractor may have with respect to the Confidential Information.
  20. The Confidential Information will not include anything developed or produced by the Contractor during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-marks or copyright that:
    1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Client;
    2. was developed entirely on the Contractor's own time;
    3. does not relate to the actual business or reasonably anticipated business of the Client;
    4. does not relate to the actual or demonstrably anticipated processes, research or development of the Client; and
    5. does not result from any work performed by the Contractor for the Client.
  21. The Contractor agrees to immediately disclose to the Client all Confidential Information developed in whole or in part by the Contractor during the term of the Retainer and to assign to the Client any right, title or interest the Contractor may have in the Confidential Information. The Contractor agrees to execute any instruments and to do all other things reasonably requested by the Client (both during and after the term of the Retainer) in order to vest more fully in the Client all ownership rights in those items transferred by the Contractor to the Client.
  22. Remedies
  23. The Contractor agrees and acknowledges that the Confidential Information is of 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 Client. Accordingly, the Contractor agrees that the Client is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Contractor, any of its personnel, and any agents of the Contractor, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
  24. Return of Confidential Information
  25. The Contractor agrees that, upon request of the Client, or in the event that the Contractor ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Retainer, the Contractor will turn over to the Client all documents, disks or other computer media, or other material in the possession or control of the Contractor that:
    1. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
    2. is connected with or derived from the Contractor's services to the Client.
  26. Notices
  27. In the event that the Contractor is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Contractor will give to the Client prompt written notice of such request so the Client may seek an appropriate remedy or alternatively to waive the Contractor's compliance with the provisions of this Agreement in regards to the request.
  28. If the Contractor loses or makes unauthorized disclosure of any of the Confidential Information, the Contractor will immediately notify the Client and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  29. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, 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.
  30. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    1. 10557960 Canada Inc (Zillian Group Business Community)
      20 Brimwood Blvd Toronto, Ontario, M1V 1B7

    2. subontractor
      ________________________________________________________________________________

  31. Representations
  32. In providing the Confidential Information, the Client 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.
  33. Termination
  34. This Agreement will automatically terminate on the date that the Contractor's Retainer with the Client terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
  35. Assignment
  36. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
  37. Amendments
  38. This Agreement may only be amended or modified by a written instrument executed by both the Client and the Contractor.
  39. Governing Law
  40. This Agreement will be construed in accordance with and governed by the laws of Province of Ontario..
  41. General Provisions
  42. Time is of the essence in this Agreement.
  43. This Agreement may be executed in counterpart.
  44. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  45. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
  46. The Contractor is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Client in enforcing this Agreement as a result of any default of this Agreement by the Contractor.
  47. The Client and the Contractor 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 Client and the Contractor that such provision 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 intention of the Contractor to give the Client the broadest possible protection against disclosure of the Confidential Information.
  48. No failure or delay by the Client in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  49. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Client and the Contractor.
  50. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF 10557960 Canada Inc (Zillian Group Business Community) and subontractor have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.


 

10557960 Canada Inc (Zillian Group Business Community)

Per:____________________________ (Seal)

 

By accepting this agreement the document will be recocnized as a signed and legal agreement in the court of law

_______________________________
subontractor