CONFIDENTIALITY AGREEMENT

 BACKGROUND:

1. The prospective Affiliate submits an application to become an independent contractor under the Terms and Conditions of Black Affiliates, which operates through blackaffiliates.ca, to provide marketing and promotional services to the Clients of Black Affiliates. In submitting the application, the Affiliate agrees to this Confidentiality Agreement (Agreement), the Terms and Conditions and the Privacy Policy of Black Affiliates and becomes an Affiliate. This process is termed Onboarding.

1. The Affiliate will receive from Black Affiliates, or develop on the behalf of Black Affiliates, Confidential Information for use in the promotion and marketing of its Clients and their goods and services and or for the management of Black Affiliates (the “Permitted Purpose”).

1. The Active Period commence with the Onboarding of the Affiliate and ends when the Affiliate submits a notice that they no longer wish to provide affiliate services to Black Affiliates or is provided with a notice of termination of service from Black Affiliates.

1. The Term of this Agreement commences with the Onboarding of the Affiliate Onboarding and ends two years after the Active Period.

1. Confidential Information relating to the Clients of Black Affiliates is included in the term Confidential Information in this Agreement.

CONFIDENTIALITY PROVISIONS:

 

IN CONSIDERATION OF and as a condition of Black Affiliates approving the Affiliate’s application and providing the Confidential Information to the Affiliate in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Confidential Information

1. All written and oral information and materials disclosed or provided by Black Affiliates to the Affiliate under this Agreement constitute Confidential Information regardless of whether such

information was provided before or after the date of Onboarding or how it was provided to the Affiliate.

2. The Affiliate acknowledges that in any position the Affiliate may hold, in and as a result of the Affiliate’s acceptance by Black Affiliates, the Affiliate will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to Black Affiliates which information is the exclusive property of Black Affiliates.

3. ‘Confidential Information’ means all data and information relating to the business and management of Black Affiliates, including but not limited to, the following:

1. ‘Business Operations’ which includes internal personnel and financial information of Black Affiliates, 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 Black Affiliates, and the manner and methods of conducting the Black Affiliate’s business;

1. ‘Client Information’ which includes names of the Clients of Black Affiliates, their representatives, all Client contact information, contracts and their contents and parties, Client services, data provided by Clients and the type, quantity and specifications of products and services purchased, leased, licensed or received by Clients of Black Affiliates;

1. ‘Intellectual Property’ which includes information relating to Black Affiliates’ 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);

1. ‘Service Information’ which includes all data and information relating to the services provided by Black Affiliates, including but not limited to, plans, schedules, manpower, inspection, and training information;

1. ‘Product Information’ which includes all specifications for products of Black Affiliates as well as work product resulting from or related to work or projects performed or to be

performed for Black Affiliates or for affiliates of Black Affiliates, of any type or form in any stage of actual or anticipated research and development;

1. ‘Production Processes’ which includes processes used in the creation, production and manufacturing of the work product of Black Affiliates, including but not limited to, formulas, patterns, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;

1. ‘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 Black Affiliates;

1. ‘Marketing and Development Information’ which includes marketing and development plans of Black Affiliates and or their Clients, 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 Black Affiliates which have been or are being discussed;

1. ‘Computer Technology’ which includes all scientific and technical information or material of Black Affiliates, 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;

1. ‘Proprietary Computer Code’ which includes all sets of statements, instructions or programs of Black Affiliates, 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; and

1. Confidential Information will also include any information that has been disclosed by a third party to Black Affiliates and is protected by a non-disclosure agreement entered into between the third party and Black Affiliates.

4. Confidential Information will not include the following information:

1. Information that is generally known in the industry of Black Affiliates;
2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Affiliate;
3. Information rightly in the possession of the Affiliate prior to the disclosure to the Affiliate by Black Affiliates;
4. Information that is independently created by the Affiliate without direct or indirect use of the Confidential Information; or
5. Information that the Affiliate rightfully obtains from a third party who has the right to transfer or disclose it.

Obligations of Non-Disclosure

5. Except as otherwise provided in this Agreement, the Affiliate must not disclose the Confidential Information.

6. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of Black Affiliates and will only be used by the Affiliate for the Permitted Purpose. The Affiliate will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to Black Affiliates or any associated affiliates or subsidiaries.

7. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Affiliate 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 Affiliate may disclose any of the Confidential Information for which Black Affiliates provides specific written consent or to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.

Avoiding Conflict of Opportunities

9. It is understood and agreed that any business opportunity relating to or similar to Black Affiliates’ current or anticipated business opportunities coming to the attention of the Affiliate during the Affiliate’s Active Period is an opportunity belonging to Black Affiliates. Accordingly, the Affiliate will advise Black Affiliates of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of Black Affiliates.

10. Without the written consent of Black Affiliates, the Affiliate 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 Black Affiliates; and

1. directly or indirectly, engage or participate in any other business activities which Black Affiliates, in their reasonable discretion, determines to be in conflict with the best interests of Black Affiliates.

Non-Solicitation

11. Any attempt on the part of the Affiliate to induce others to leave Black Affiliates’ employ, or any effort by the Affiliate to interfere with Black Affiliates’ relationship with their other Affiliates would be harmful and damaging to Black Affiliates. The Affiliate agrees that from the Onboarding until two years after the Active Period the Affiliate ceases to be an Affiliate, the Affiliate will not in any way, directly or indirectly:

1. induce or attempt to induce any employee or Affiliate of Black Affiliates to quit their employment or Affiliate relationship with Black Affiliates;

1. otherwise interfere with or disrupt Black Affiliates’ relationship with their employees or Affiliates;

1. discuss employment opportunities or provide information about competitive employment to any of Black Affiliates’ employees or Affiliates; or

1. solicit, entice, or hire away any employee or Affiliate of Black Affiliates.

Non-Competition

12. Other than through employment with a bona-fide independent party, or with the express written consent of Black Affiliates, which will not be unreasonably withheld, the Affiliate will not, from the date of Onboarding until two years after the Active Period, be directly or indirectly involved with a business which is in direct competition with the particular business line of Black Affiliates that the Affiliate was working during any time in the last year of Active Period with Black Affiliates.

13. From the date of Onboarding until two years after the Active Period, the Affiliate will not divert or attempt to divert from Black Affiliates any business Black Affiliates had enjoyed, solicited, or attempted to solicit, from their Clients, prior to termination or expiration, as the case may be, of the Active Period.

Ownership and Title

14. The Affiliate acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of Black Affiliates. Accordingly, the Affiliate specifically agrees and acknowledges that the Affiliate will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-mark or trade names, notwithstanding the fact that the Affiliate may have created or contributed to the creation of that Confidential Information.

15. The Confidential Information will not include anything developed or produced by the Affiliate during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-mark or

copyright that:

1. was developed without the use of any equipment, supplies, facility or Confidential Information of Black Affiliates;

1. was developed entirely on the Affiliate’s own time;

1. does not relate to the actual business or reasonably anticipated business of Black Affiliates;

1. does not relate to the actual or demonstrably anticipated processes, research, or development of Black Affiliates; and

1. does not result from any work performed by the Affiliate for Black Affiliates.

16. The Affiliate agrees to immediately disclose to Black Affiliates all Confidential Information developed in whole or in part by the Affiliate during the term of the Active Period and to assign to Black Affiliates any right, title or interest the Affiliate may have in the Confidential Information. The Affiliate agrees to execute any instruments and to do all other things reasonably requested by Black Affiliates (both during and after the term of the Active Period) in order to vest more fully in Black Affiliates all ownership rights in those items transferred by the Affiliate to Black Affiliates.

Remedies

17. The Affiliate 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 Black Affiliates. Accordingly, the Affiliate agrees that Black Affiliates is entitled to, in addition to all other rights and remedies available to them at law or in equity, an injunction restraining the Affiliate and any agents of the Affiliate, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.

Return of Confidential Information

18. The Affiliate agrees that, upon request of Black Affiliates, or in the event that the Affiliate ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, the Affiliate will turn over to Black Affiliates all documents, disks or other computer media, or other material in the possession or control of the Affiliate 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

1. is connected with or derived from the Affiliate’s services to Black Affiliates.

Notices

19. In the event that the Affiliate is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Affiliate will give to Black Affiliates prompt written notice of such request so Black Affiliates may seek an appropriate remedy or alternatively to waive the Affiliate’s compliance with the provisions of this Agreement in regards to the

20. If the Affiliate loses or makes unauthorized disclosure of any of the Confidential Information, the Affiliate will immediately notify Black Affiliates and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

21. Any notices or delivery required in this Agreement will be deemed completed when notified by email to: admin@blackaffiliates.ca and the email provided by the Affiliate in their application.

Representations

22. In providing the Confidential Information, Black Affiliates 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

Termination

23. This Agreement will automatically terminate on the expiration of the Term of the Agreement.

Assignment

24. Except where a party has changed its name, 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.

Amendments

25. This Agreement may only be amended or modified by a written instrument executed by both Black Affiliates and the Affiliate.

Governing Law

26. This Agreement will be construed in accordance with and governed by the laws of the Province of Ontario.

General Provisions

27. Time is of the essence in this

28. This Agreement may be executed in

29. 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.

30. 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.

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

32. Black Affiliates and the Affiliate 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 Black Affiliates and the Affiliate 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 Affiliate to give Black Affiliates the broadest possible protection against disclosure of the Confidential Information.

33. No failure or delay by Black Affiliates 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.

34. 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 Black Affiliates and the Affiliate.

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

CONTACT DETAILS:

If you have any questions about this Confidentiality Agreement, please contact us at:

info@BlackAffiliates.ca.

Effective Date: May 1^st 2023.