AGM 2025 Registration

BACKGROUND:

1. The Information Provider and the Recipient desire to enter into a confidentiality agreement with regard to: Personal review of Confidential and Proprietary Financial Information (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 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. Confidential Information

1. 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.

2. 'Confidential Information' means all data and information relating to the Information Provider, including but not limited to, the following:

2. 1. '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;

2. 2. '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. 3. '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, training data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights;

2. 4. '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, evaluation, and training information;

2. 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 training, racing and coaching protocols;

2. 6. 'Training Processes' which includes processes used in the creation, production and application of the work product of the Information Provider, including but not limited to, training regimen, patterns, practices and drills, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;

2. 7. '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;

2. 8. '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;

2. 9. Proprietary Coaching Techniques and Protocols;

2. 10. Information relating to individual members and their personal data; and 

2. 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.

3. Confidential Information will not include the following information:

3. 1. Information that is generally known in the Sport of the Information Provider;

3. 2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Recipient;

3. 3. Information rightly in the possession of the Recipient prior to the disclosure to the Recipient by the Information Provider;

3. 4. Information that is independently created by the Recipient without direct or indirect use of the Confidential Information; or

3. 5. Information that the Recipient rightfully obtains from a third party who has the right to transfer or disclose it.

4. Obligations of Non-Disclosure

4. Except as otherwise provided in this Agreement, the Recipient must not disclose the Confidential Information.

5. 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.

6. 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 those obligations will last indefinitely.

7. The Recipient may not disclose any of the Confidential Information to any other individual.
8. Non-Solicitation

9. The Recipient, their affiliates, associates and representatives will not, from the date of this Agreement until May 23, 2050, 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.
10. Non-Competition

10. 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 May 23, 2050, 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.

11. From the date of this Agreement until May 23, 2050, 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 its members, at the time the parties entered into this Agreement.
12. Ownership and Title

12. 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.
13. Remedies

13. The Recipient 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 Information Provider. Accordingly, the Recipient agrees that the Information 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 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.
14. Return of Confidential Information

14. 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:

14. 1. return all Confidential Information to the Information Provider;

14. 2. provide a certificate to the Information Provider to the effect that the Recipient has returned all Confidential Information to the Information Provider.

15. Notices

15. 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 regards to the request.

16. If the Recipient loses or makes unauthorized disclosure of any of the Confidential Information, the Recipient will immediately notify the Information Provider and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

17. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven 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.

18. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:

18. 1. Name: Richmond Rockets Speed Skating Club
       Address: ____________________________________________________________

18. 2. Name: ____________________
       Address: ____________________________________________________________

19. Representations

19. 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, copyright or trade-mark infringement that may result from the use of such information.
20. Termination

20. The Information Provider may terminate this Agreement by providing written notice to the Receiving party. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
21. Assignment

21. This Agreement may not be assigned or otherwise transferred by the receiving party in whole or part without the prior written consent of the providing party to this Agreement.
22. Amendments

22. This Agreement may only be amended or modified by a written instrument executed by the Information Provider.
23. Governing Law

23. This Agreement will be construed in accordance with and governed by the laws of the Province of British Columbia.
24. Additional Provisions

24. Violation of the non disclosure agreement will result in financial penalties including any damages suffered and costs incurred by the Richmond Rockets Speed Skating Club or any of its representatives.
25. General Provisions

25. Time is of the essence in this Agreement.

26. This Agreement may be executed in counterpart.

27. 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.

28. 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.

29. 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.

30. 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 against disclosure of the Confidential Information.

31. 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.

32. 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.

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