Confidential Information

All written and oral information and materials disclosed or provided by GetOne Inc. under this Agreement constitute Information regardless of whether such information was provided after the date of this Agreement or how it was provided by the Company.

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

• Confidential Information which includes names of customers of the Company, 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 company.
• Intellectual Property which includes information relating to the Company’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).
• Marketing and Development Information which includes marketing and development plans of the Company, 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 and potential strategies of the Company which have been or are being discussed.
• Business Operations which includes internal personnel and financial information of the Company, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services, operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Company, and the manner and methods of conducting the Company’s business.
• Product Information which includes all specifications for products of the Company as well as work product resulting from or related to work or projects performed or to be performed for the Company or for clients of the Company, of any type or form in any stage of actual or anticipated research and development.
• Proprietary Computer Code which includes all sets of statements, instructions or programs of the Company, 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 Program”); 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.
• Computer Technology which includes all scientific and technical information or material of the Employer, 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.
• 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 Employer; and

Confidential Information will also include any information that has been disclosed by a third party to the Company and is protected by a non-disclosure agreement.

Confidential Obligations

Except as otherwise provided in this Agreement, you must keep the Confidential Information confidential.

Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Company. No one will use Confidential Information for any purpose that might be directly or indirectly detrimental to the Company, or any of its associated affiliates or subsidiaries. The obligations to ensure and protect the confidentiality of the Confidential Information are imposed on anyone who undergoes this Agreement.

Ownership and Title

You acknowledge and agree that all rights, title, and interest in any Confidential Information will remain the exclusive property of the Company. Accordingly, the Company specifically agrees and acknowledges that you will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trademarks, or trade names, notwithstanding the fact that you may have created or contributed to the creation of that Confidential Information.

Notices

If you are required in a civil, criminal, or regulatory proceeding to disclose any part of the Confidential Information, you will give GetOne Inc. prompt written notice of such request so the Company may seek an appropriate remedy or alternatively waive your compliance with the provisions of this Agreement in regard to the request.

If you lose or fail to maintain the confidentiality of any of the Confidential Information in breach of this Agreement, you will immediately notify GetOne Inc. and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

Governing Law

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

General Provision

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