NDA Template Free for Canada (and South Africa) for Manufacturers

This Agreement is made as of 2026-11-01 between Northfield Precision Machining Ltd., of 1200 Industrial Parkway, Mississauga, ON, Canada (Party A), and Cape Fabrication (Pty) Ltd, of 14 Voortrekker Road, Bellville, Western Cape, South Africa (Party B). Each party may disclose and receive Confidential Information and is both a Disclosing Party and a Receiving Party under this Agreement.

The parties wish to exchange confidential information for the following purpose only (the Purpose):

Evaluating and quoting the manufacture of machined housings, including exchange of drawings, CAD models, specifications, volumes, pricing and ERP-exported routing data.

Confidential Information means non-public information disclosed by or for the Disclosing Party in any form, including drawings, CAD and CAM files, bills of materials, routings, tolerances, process parameters, tooling designs, test data, quotations, prices, volumes, customer and supplier identities, and data exported from enterprise systems such as ERP, MES or PLM. Information marked or reasonably understood to be confidential is covered whether or not it is marked.

Confidential Information does not include information that (a) is or becomes public through no breach by the Receiving Party, (b) was lawfully known to the Receiving Party before disclosure, (c) is lawfully received from a third party without a duty of confidence, or (d) is independently developed without use of the Confidential Information. The Receiving Party bears the burden of showing an exclusion applies.

The Receiving Party will (a) use Confidential Information only for the Purpose, (b) protect it with at least the care it uses for its own confidential information and no less than reasonable care, (c) disclose it only to employees, contractors and advisers who need to know it and are bound by written confidentiality duties no less protective than this Agreement, (d) not copy it except as needed for the Purpose, and (e) not reverse engineer, analyse or reproduce parts, samples or software supplied. The Receiving Party is responsible for any breach by those it discloses to.

If the Receiving Party is required by law, court order or regulator to disclose Confidential Information, it will where lawful give the Disclosing Party prompt written notice, cooperate in seeking protective measures, and disclose only the portion legally required.

Where Confidential Information includes personal information, each party will handle it in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation. Each party is responsible for its own compliance with export control and controlled goods rules that apply to technical data it discloses or receives, and the Disclosing Party will tell the Receiving Party in writing before sending any controlled technical data. Nothing in this Agreement authorises an export or transfer that requires a licence or registration.

Confidential Information may be disclosed under this Agreement for 2 year(s) from the effective date. The Receiving Party's obligations continue for 5 year(s) after the end of the disclosure period, and for trade secrets and drawings for as long as they remain confidential. On written request the Receiving Party will promptly return or securely destroy Confidential Information, including copies held in ERP, PLM, email and backup systems to the extent technically practicable, and confirm this in writing. Archival backups that cannot be selectively deleted remain subject to this Agreement.

All Confidential Information remains the property of the Disclosing Party. No licence or other right to patents, designs, copyright or know-how is granted. Confidential Information is provided as is. Neither party is obliged to enter into any further agreement, quote or purchase order.

Each party acknowledges that unauthorised use or disclosure may cause harm for which damages are not an adequate remedy, and that the Disclosing Party may seek injunctive or other equitable relief in addition to any other remedy available at law.

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, with the courts of Ontario having jurisdiction. It is the entire agreement on its subject, may be amended only in writing signed by both parties, may not be assigned without the other party's written consent, and may be signed in counterparts and electronically. If any provision is unenforceable the remainder continues in effect.