THIS MUTUAL CONFIDENTIALITY AGREEMENT (the "Agreement") is made effective as of [EFFECTIVE DATE] (the "Effective Date")

BETWEEN:

Momentum Systems, a registered business name of The Magic Rabbit Inc., an Ontario corporation, with an office located at 615-1110 Finch Ave West, North York, ON M3J 2T2 (the "Consultant")

AND:

[CLIENT LEGAL NAME], a corporation incorporated under the laws of [Ontario / Canada], operating as [TRADE NAME], with an office located at [ADDRESS] (the "Company")

(each a "Party" and together the "Parties").

WHEREAS the Parties wish to explore and, if agreed, carry out an engagement under which the Consultant will provide business diagnostic, operations, process, systems and automation advisory services to the Company, which may include an assessment of the Company's business model, profitability, operations and data, the design and implementation of improvements, and related ongoing support (the "Purpose");

AND WHEREAS in connection with the Purpose each Party may disclose to the other information that is non-public, confidential or proprietary;

NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Confidential Information" means all information, data, documents and materials in any form (written, oral, visual or electronic), whether or not marked confidential, disclosed by or on behalf of a Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose, before or after the Effective Date, including:
(a) in the case of the Company: financial information (including revenue, costs, margins and profit and loss data), pricing, customer and client records, supplier and partner information, employee information, operational data, internal files, systems, workflows, business practices and strategies;
(b) in the case of the Consultant: methodologies, frameworks, diagnostic models, questionnaires and results, templates, process maps, analytical tools and calculators, prototypes, mock-ups, specifications, reports, proposals, pricing and know-how;
(c) Personal Information and Personal Health Information; and
(d) any other information that a reasonable person would consider confidential or proprietary given its nature and the circumstances of its disclosure.
1.2 "Personal Information" means information about an identifiable individual, as defined in the Personal Information Protection and Electronic Documents Act (Canada) ("PIPEDA"). "Personal Health Information" has the meaning given in the Personal Health Information Protection Act, 2004 (Ontario) ("PHIPA").
1.3 "Copies" means copies, extracts, notes, summaries and other records that contain or reproduce Confidential Information.
1.4 "Representatives" means a Party's directors, officers, employees, contractors, subcontractors and professional advisors (legal, accounting and financial).

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2. Obligations of the Receiving Party

2.1 The Receiving Party shall:
(a) use the Disclosing Party's Confidential Information solely for the Purpose;
(b) not disclose it to any person except as permitted by Section 4 or Section 6;
(c) protect it with at least the same degree of care it uses for its own confidential information of a similar nature, and in no event less than reasonable care;
(d) make Copies only as reasonably required for the Purpose; and
(e) notify the Disclosing Party promptly in writing on becoming aware of any unauthorized access to, use or disclosure of its Confidential Information, and cooperate reasonably to limit the consequences.
2.2 For greater certainty, the Receiving Party shall not use the methodologies, prototypes, tools or specifications disclosed to it by the Disclosing Party to develop, or have a third party develop, a product, system or service, except under a separate written agreement between the Parties. Nothing in this Agreement restricts either Party from carrying on its business or from using its general knowledge, skills and experience, provided it does not use the other Party's Confidential Information.

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3. Exclusions

3.1 Except for Personal Information, which remains protected in all cases, the obligations in Section 2 do not apply to information that the Receiving Party can demonstrate:
(a) is or becomes publicly available other than through a breach of this Agreement;
(b) was lawfully in its possession on a non-confidential basis before disclosure by the Disclosing Party;
(c) is lawfully received from a third party not bound by a duty of confidentiality to the Disclosing Party; or
(d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.

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4. Permitted Disclosure to Representatives

4.1 The Receiving Party may disclose Confidential Information to its Representatives who need to know it for the Purpose, provided that each such Representative is informed of its confidential nature and is bound by written or professional obligations of confidentiality no less protective than this Agreement.
4.2 The Receiving Party is responsible for any breach of this Agreement by its Representatives.

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5. Personal Information

5.1 Each Party shall disclose to the other only the Personal Information reasonably necessary for the Purpose and, where practicable, in de-identified or minimized form.
5.2 A Party receiving Personal Information shall:
(a) collect, use, store and disclose it only for the Purpose and in compliance with PIPEDA and other applicable privacy laws;
(b) limit access to Representatives who need it for the Purpose;
(c) protect it with security safeguards appropriate to its sensitivity;
(d) notify the other Party in writing within seventy-two (72) hours of becoming aware of any loss of, or unauthorized access to or disclosure of, that Personal Information, describing the information affected and the steps taken to contain it; and
(e) securely destroy or return it in accordance with Section 8.
5.3 The Disclosing Party represents that it has the authority required under applicable law to share any Personal Information it discloses for the Purpose.
5.4 If the Company is a health information custodian under PHIPA, or if Personal Health Information is to be disclosed for the Purpose:
(a) the Company shall disclose Personal Health Information only where permitted by PHIPA and, wherever practicable, in de-identified form;
(b) the Consultant shall collect, use, retain and disclose any Personal Health Information it receives only as directed by the Company for the Purpose and in compliance with PHIPA, including as the Company's agent where applicable; and
(c) the Parties shall enter into any additional agreement required by PHIPA before such information is disclosed.
5.5 Service Providers and Tools. The Receiving Party shall store, process or transmit the Disclosing Party's Personal Information only through the service providers and software tools listed in Schedule B (the "Approved Tools"), each used in accordance with the conditions stated there. Before entering Personal Information into any artificial intelligence tool, the Receiving Party shall de-identify it, unless Schedule B expressly permits otherwise for that tool. Schedule B may be updated by written agreement of both Parties, including by email exchange between the contacts named in Section 11.10, without a formal amendment under Section 11.3.
5.6 Security Measures. The Receiving Party shall apply the security measures set out in Schedule A to the Disclosing Party's Confidential Information.
5.7 Confirmation of Compliance. On reasonable written request, not more than once per calendar quarter, the Receiving Party shall confirm in writing its compliance with this Section 5 and Schedules A and B. This obligation applies only while the Receiving Party holds the Disclosing Party's Personal Information or has access to its systems. Once deletion has been confirmed under Section 8.1, no further confirmation is required.

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6. Disclosure Required by Law

6.1 If the Receiving Party is required by law, court order or a governmental or regulatory authority to disclose Confidential Information, it shall, where legally permitted, give the Disclosing Party prompt prior written notice so that the Disclosing Party may seek a protective order or other remedy, and shall disclose only the portion legally required.

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7. Ownership, No License, No Obligation

7.1 All Confidential Information remains the property of the Disclosing Party. The Company's data remains the property of the Company. The Consultant's methodologies, frameworks, templates, tools, prototypes and know-how, including those developed or refined in connection with the Purpose, remain the property of the Consultant.
7.2 Ownership of and rights to any deliverables created for the Company shall be governed solely by a separate written services agreement between the Parties, if any.
7.3 Nothing in this Agreement grants any license or other right in a Party's Confidential Information or intellectual property, except the limited right to use it for the Purpose.
7.4 Neither Party is obliged by this Agreement to disclose any particular information or to enter into any further agreement. Confidential Information is provided "as is", without warranty of any kind.

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8. Return and Destruction

8.1 On the Disclosing Party's written request, or on completion or termination of the Purpose, the Receiving Party shall within ten (10) business days return or securely destroy the Disclosing Party's Confidential Information and Copies, including those in electronic storage, and on request confirm this in writing.
8.2 The Receiving Party may retain copies in routine electronic backups or as required by law or professional record-keeping obligations, provided they remain subject to this Agreement and are not accessed for any other purpose. This exception does not apply to Personal Information beyond what applicable law requires.
8.3 On completion of the Purpose, including any support period, each Party shall remove or disable any access the other Party has been given to its systems, accounts and workspaces, and the Party whose access is removed shall not retain any credentials to them.

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9. Term

9.1 This Agreement applies to Confidential Information disclosed during the period of two (2) years from the Effective Date, unless terminated earlier by either Party on thirty (30) days' written notice.
9.2 The obligations in this Agreement survive for three (3) years after the expiry or termination of this Agreement, except that obligations relating to Personal Information and trade secrets survive for as long as the information remains Personal Information or a trade secret under applicable law.

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10. Remedies

10.1 Each Party acknowledges that a breach of this Agreement may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy. In addition to any other remedies available at law, the non-breaching Party may seek injunctive or other equitable relief.

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11. General Provisions

11.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto.
11.2 Entire Agreement. This Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior understandings on that subject. If the Parties later enter into a services agreement containing confidentiality terms, those terms prevail over this Agreement to the extent of any conflict.
11.3 Amendment and Waiver. Except as provided in Section 5.5, any amendment must be in writing and signed by both Parties. No waiver of any provision is a waiver of any other provision, and no failure or delay in exercising a right is a waiver of it.
11.4 Severability. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted, and the remaining provisions remain in full force.
11.5 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor of all or substantially all of its business. This Agreement enures to the benefit of and binds the Parties and their permitted successors and assigns.
11.6 Independent Legal Advice. Each Party acknowledges that it has had a reasonable opportunity to obtain independent legal advice regarding this Agreement and understands its terms.
11.7 Common Law Obligations. Nothing in this Agreement limits any obligation of confidence owed by either Party at common law.
11.8 Counterparts and Electronic Signature. This Agreement may be signed in counterparts and delivered electronically. Electronic signatures are binding to the same extent as original signatures, in accordance with the Electronic Commerce Act, 2000 (Ontario).
11.9 Headings and Interpretation. Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.
11.10 Notices. Any notice under this Agreement must be in writing and delivered by email, with confirmation of transmission, or by courier to the contact below, or to another contact a Party designates by notice. A notice sent by email is deemed received on the next business day after sending.
Consultant: Veronika Shchukina, veronika@momentumsystems.ca, 615-1110 Finch Ave West, North York, ON M3J 2T2
Company: [NAME], [EMAIL], [ADDRESS]