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I have the authority to bind the Vendor...

I have the authority to bind the Vendor
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I have the authority to bind the Purchaser...

I have the authority to bind the Purchaser
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EXECUTION...

EXECUTION
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11. Counterparts: This Agreement may be executed in any number of counterparts, each of which when e...

11. Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same Agreement.
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10. Entire Agreement: This Agreement represents the entire understanding between the Parties with re...

10. Entire Agreement: This Agreement represents the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior communications, agreements and understandings relating thereto. The provisions of this Agreement may not be modified, amended, or waived, except by a written instrument duly executed by both Parties.
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9. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [...

9. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [INSERT JURISDICTION]. Each Party hereby irrevocably attorns to the jurisdiction of the courts of the [INSERT JURISDICTION] in respect of all matters arising under or in relation to this Agreement.
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8. Headings: The insertions of headings are for convenient reference only and are not to affect the ...

8. Headings: The insertions of headings are for convenient reference only and are not to affect the interpretation of this Agreement.
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7. Severability: If a provision of this agreement is held to be unenforceable, the other provisions ...

7. Severability: If a provision of this agreement is held to be unenforceable, the other provisions will remain in effect. If possible, the offending provision will be modified to the slightest degree necessary to make it enforceable, remaining as close as possible to the parties’ original intent for the provision. If not possible, the offending provision will be stricken.
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6. Enurement: This Agreement shall be binding upon and enure to the benefit of the Parties’ respec...

6. Enurement: This Agreement shall be binding upon and enure to the benefit of the Parties’ respective successors and assigns.
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5. Limitation of Liability: The Parties acknowledge and agrees that the neither Party will take resp...

5. Limitation of Liability: The Parties acknowledge and agrees that the neither Party will take responsibility whatsoever for any injury or other liability sustained by the other Party in connection with this Agreement.
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4. Survival: The Parties agree that the confidentiality provisions found herein shall survive the te...

4. Survival: The Parties agree that the confidentiality provisions found herein shall survive the termination of this Agreement.
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3. Confidentiality: The Parties acknowledge that they remain bound by a Non-Disclosure Agreement (th...

3. Confidentiality: The Parties acknowledge that they remain bound by a Non-Disclosure Agreement (the “Confidentiality Agreement”) made between the Vendor and the Purchaser dated as of the Effective Date. The Parties further acknowledge that for purpose of this Agreement, Confidential Information shall have the meaning defined in the Confidentiality Agreement.
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2. Operations in the ordinary course: Until the end of the Standstill Period, as may be extended fro...

2. Operations in the ordinary course: Until the end of the Standstill Period, as may be extended from time to time by mutual agreement of the Parties in writing, the Vendor shall conduct the Business only in the ordinary course, and not engage in any extraordinary transactions unless agreed to in writing by both Parties.
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(d) Make unauthorized disclosures: furnish to any other person, entity or group, other than the advi...

(d) Make unauthorized disclosures: furnish to any other person, entity or group, other than the advisors of the Vendor, any Confidential Information, or any information regarding the potential business relationship between the Vendor and the Purchaser, except as required by law. Where disclosure is required by law, the Vendor shall inform the Purchaser of the contents of the proposed disclosure and will use reasonable efforts to obtain approval from the Purchaser in advance for the disclosure, for which approval may not be unreasonably withheld.
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(c) Allow access to Confidential Information: provide access to any Confidential Information (define...

(c) Allow access to Confidential Information: provide access to any Confidential Information (defined in section 4 below) relating to the Business for the purpose of enabling such Third Party to make a determination as to whether to enter into a transaction which would be inconsistent with the Proposed Transaction; or
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(b) Commence negotiations with a Third Party: enter into or continue negotiations or discussions wit...

(b) Commence negotiations with a Third Party: enter into or continue negotiations or discussions with any such Third Party, regarding the sale of the Vendor shares or assets or any part thereof;
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(a) Solicit other offers: solicit, initiate, facilitate or encourage the submissions of proposals or...

(a) Solicit other offers: solicit, initiate, facilitate or encourage the submissions of proposals or offers from any such Third Party relating to the acquisition of the Vendor shares or assets or any part thereof;
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1. Standstill: The Vendor hereby covenants and agrees that, commencing on the Effective Date and con...

1. Standstill: The Vendor hereby covenants and agrees that, commencing on the Effective Date and continuing for a period of [INSERT LENGTH OF TIME], unless terminated early by mutual agreement of the Parties (the “Standstill Period”), the Vendor shall not, from any person, entity or group other than the Purchaser (“Third Party”), in any manner whatsoever:
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IN CONSIDERATION OF the mutual exchange of information, investigation of the anticipated business tr...

IN CONSIDERATION OF the mutual exchange of information, investigation of the anticipated business transaction between the parties, and other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the Parties agree as follows (the “Agreement”):
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C. The Vendor acknowledges that the Purchaser will be incurring substantial costs, directly and indi...

C. The Vendor acknowledges that the Purchaser will be incurring substantial costs, directly and indirectly, in evaluating and investigating the Proposed Transaction.
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B. The Parties wish to discuss and investigate a future business relationship (the “Proposed Trans...

B. The Parties wish to discuss and investigate a future business relationship (the “Proposed Transaction”) freely, without interruption or interference by third parties.
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A. The Vendor is in the business of [INSERT BUSINESS] (the “Business”)....

A. The Vendor is in the business of [INSERT BUSINESS] (the “Business”).
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(b) [INSERT PURCHASER]., a corporation incorporated in the Country of [INSERT] (the “Purchaser...

(b) [INSERT PURCHASER]., a corporation incorporated in the Country of [INSERT] (the “Purchaser“, and together with the Vendor, individually each a Party, and collectively, the “Parties”).
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(a) [INSERT VENDOR]., a corporation a corporation located at [INSERT ADDRESS] (the “Vendor”); an...

(a) [INSERT VENDOR]., a corporation a corporation located at [INSERT ADDRESS] (the “Vendor”); and
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Standstill Agreement...

Standstill Agreement
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THIS AGREEMENT made as of [INSERT DATE] (the “Effective Date”), between:...

THIS AGREEMENT made as of [INSERT DATE] (the “Effective Date”), between:
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[NAME OF RECEIVING PARTY]...

[NAME OF RECEIVING PARTY]
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[NAME OF COMPANY]...

[NAME OF COMPANY]
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IN WITNESS WHEREOF, each Party has executed this Agreement as of the Effective Date....

IN WITNESS WHEREOF, each Party has executed this Agreement as of the Effective Date.
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(h) This Agreement may be executed in any number of separate counterparts, all of which, when taken ...

(h) This Agreement may be executed in any number of separate counterparts, all of which, when taken together, constitute one and the same instrument.
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(g) Any notice required or permitted hereunder will be in writing and will be deemed effectively giv...

(g) Any notice required or permitted hereunder will be in writing and will be deemed effectively given upon personal delivery, three business days after deposit in the Canadian mail, or the business day after delivery to a recognized overnight courier, to the address of the Party to whom notice is being given, as set forth on the signature section(s) hereto or at such other address as such Party may have designated by giving notice to the other Party as set forth herein.
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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby ...

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, t...

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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NON-DISCLOSURE AGREEMENT...

NON-DISCLOSURE AGREEMENT
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(f) If any provision of this Agreement is found by any court to be void or otherwise unenforceable, ...

(f) If any provision of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement remains valid and enforceable as though such void or unenforceable provision were absent upon the date of its execution.
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(e) This Agreement may not be modified or amended except by a writing signed by both Parties. ...

(e) This Agreement may not be modified or amended except by a writing signed by both Parties.
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(c) This Agreement constitutes the entire agreement between the Parties with respect to its subject ...

(c) This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and there are no agreements or understandings between the Parties, express or implied, except as are expressly set forth in this Agreement.
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(b) This Agreement is governed by the laws of the Province of Ontario, Canada and the Parties attorn...

(b) This Agreement is governed by the laws of the Province of Ontario, Canada and the Parties attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.
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(a) At the termination or expiry of this Agreement, all the rights and obligations of the Parties te...

(a) At the termination or expiry of this Agreement, all the rights and obligations of the Parties terminate, save and except for provisions which, by their nature, remain in effect beyond expiry or termination.
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The term of this Agreement commences on the Effective Date and continues until the completion of the...

The term of this Agreement commences on the Effective Date and continues until the completion of the Project, unless this Agreement is earlier terminated by mutual written agreement of the Parties or by either Party upon written notice to the other Party. The Receiving Party’s obligations hereunder survive until six (6) months after the expiration or termination of this Agreement, except for the Receiving Party’s obligations regarding Personal Information, which continue indefinitely as long as the Receiving Party continues to hold any Personal Information disclosed by the Company under this Agreement.
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Nothing in this Agreement is intended to grant any license or rights to either Party under any paten...

Nothing in this Agreement is intended to grant any license or rights to either Party under any patent, copyright, trade secret or other proprietary or intellectual property right of the other Party, nor will anything in this Agreement grant the Receiving Party any rights in or to any Confidential Information.
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The Receiving Party shall comply with all applicable privacy legislation including but not limited t...

The Receiving Party shall comply with all applicable privacy legislation including but not limited to Personal Information Protection and Electronic Documents Act (PIPEDA).
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All documents and other tangible objects containing or representing Confidential Information, and al...

All documents and other tangible objects containing or representing Confidential Information, and all copies, embodiments or derivatives thereof that are in the possession of the Receiving Party, are and remain the property of the Company and shall be promptly returned to the Company by the Receiving Party upon the Company’s written request, or, if agreed to by the Company, destroyed by the Receiving Party, and the Receiving Party shall deliver, within five (5) days of such a request, confirmation that all items have been so returned or destroyed.
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(b) The Receiving Party shall promptly notify the Company in the event of any unauthorized use or di...

(b) The Receiving Party shall promptly notify the Company in the event of any unauthorized use or disclosure of the Confidential Information.
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(a) The Receiving Party shall take all reasonable measures necessary to protect the confidentiality ...

(a) The Receiving Party shall take all reasonable measures necessary to protect the confidentiality of, and avoid disclosure and unauthorized use of, the Confidential Information. The Receiving Party shall not remove any “Confidential,” “Proprietary” or similar markings from the Company’s Confidential Information, and shall include such markings on any copies of the Company’s Confidential Information, which shall only be made as authorized by this Agreement. Without limiting the foregoing, the Receiving Party shall use no less than a reasonable degree of care to protect the Company’s Confidential Information.
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