Innovation Factory Client Acknowledgement Documentation
By acknowledging that you, an Innovation Factory client (the “Client”), have read the following, you agree to be bound by the terms and conditions contained herein. Upon acceptance of the terms and conditions, you will receive a copy of the Client Acknowledgment by email for your records. For your reference, an updated copy of this agreement will also be available at www.innovationfactory.ca/clientacknowledgment.
Innovation Factory (“iF”) provides educational and networking programming and is composed of business entrepreneurs, executives, mentors and professionals from a variety of backgrounds and industry sectors. Some are employees and others are business professionals and/or service providers who have generously donated their time. The mandate of iF is to help innovative companies start, grow and succeed by providing general guidance, mentoring, advice and feedback pertaining to a broad spectrum of business matters and, where appropriate, to make connections to other individuals who might be of benefit to Client.
A non-exhaustive sample of the resources provided to the Client at the sole discretion of iF are outlined in Schedule A, which may be amended by iF from time to time depending on funding, availability and alterations in organizational focus.
Engagement with iF commences upon the acknowledgement of this agreement.
4. CLIENT OBLIGATIONS
(a) Client acknowledges and agrees to fulfill its responsibilities specified in Schedule A attached hereto.
(b) Client acknowledges that it has read the attached Confidentiality Agreement (Schedule B) and understands that all iF employees are bound thereby as a condition of his/her employment. iF reserves the right to enhance the Confidentiality Agreement at any time without prior or subsequent notice.
(c) Client agrees to submit from time to time, upon request by iF, or its representatives, such information or relevant statistical data as may be requested and/or required for reporting purposes to governmental authorities and/or other stakeholders. This information may include, but is not limited to Client’s: number of employees and by type; number of contract research agreements; number of technologies licensed from a publicly funded research institution; amount of bank financing, federal and provincial government, angel, VC and other investment secured; number of new goods (products) or services marketed; annual revenue, and; annual salaries; etc. The Client shall submit requested information to iF in a timely manner via iF web-based collection system or by other agreed upon means. Aside from sharing this information with the appropriate governmental authorities, iF will make every attempt to maintain the confidentiality of this information, except that it may be used by iF in developing aggregate statistics reflecting the effectiveness of iF’s services.
(d) Client acknowledges that it may identify itself as an iF client, but Client may not portray the relationship as an endorsement of any kind without the prior consent of iF. Client is not permitted to use the iF name in connection with any attempt to secure financing for the Client’s business or other fundraising, or in connection with any other document or publication or its marketing or promotional activities without the prior consent of iF.
5. LIMITATION OF LIABILITY
a) Client acknowledges that iF makes no representations or warranties, express or implied, to the Client with regard to the services provided or that the services will result in or cause Client’s business venture to succeed or achieve specific objectives. Client has no duty to comply with or follow any advice or recommendations given by iF, and Client shall retain full right and authority to conduct its business in accordance with its own judgment. As a public resource, iF cannot be restricted from providing consultation, advice and services to any other person or entity engaged in businesses that are similar to or competitive with Client’s business, provided however, that iF will not disclose to any other iF client any proprietary information relating to Client or Client’s businesses. In no instance shall iF be deemed to have any fiduciary or other similar duties or obligations to Client, nor shall iF be deemed to have any implied duties pursuant to this Agreement. No third party is an intended beneficiary of this Agreement.
b) Client acknowledges and agrees that in no event shall iF or any of its directors, officers, employees, mentors or agents have any liability whatsoever to Client with respect to: (a) any use of or reliance by Client, or any of its agents or representatives, pertaining to any of the advice or services provided by iF employees, business or service provider partners, or any other entity affiliated with iF in any way; (b) any services provided by iF as detailed herein, except to the extent the Claims result solely from the gross negligence, recklessness, willful or intentional misrepresentation, fraud or violation of law by iF; (c) any loss of profits, loss or use of data, interruption of business, or for indirect, special, incidental or consequential damages of any kind incurred by the Client; (d) any claim or other proceeding initiated by a third party against the Client; or (e) any representatives or warranty made to any third party by the Client.
Client indemnifies and holds harmless iF, its directors, officers, employees, members, mentors and agents (collectively, the “Indemnitees”) from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, fees or expenses, joint or several (including without limitation reasonable legal fees) (collectively, the “Claims”) arising or resulting from or in connection with:
(a) any services provided as detailed herein, except to the extent the Claims result solely from the gross negligence, recklessness, willful or intentional misrepresentation, fraud or violation of law by the Indemnitees;
(b) any action of Client, its directors, officers, employees or agents or shareholders or those for whom in law it is responsible with respect to the services or in connection with iF or otherwise;
(c) any action brought against Client by any third party; or
(d) any, actual or alleged infringement or misappropriation by the Client or any product or service developed or marketed by the Client of any patent, trademark, trade name, copyright or other proprietary or intellectual property right of any person or entity.
These terms and conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
RESOURCES, ROLES AND RESPONSIBILITIES
The resources that iF provides to Hamilton’s innovative companies are limited and are allocated at iF’s sole discretion. Thus, companies that work diligently through the program and have the highest potential of commercial success will be given priority for resource allocation. The roles and responsibilities of iF and Client, and the resources that iF may provide to the Client are as follows:
Role & Responsibilities resources, such as our regular networking opportunities and educational programming, are usually provided to the public-at-large for free or at substantially discounted rates. simply has to follow the Community Calendar at www.innovationfactory.ca to learn of all of the networking opportunities and educational programming available in the community.
will provide a minimum of one hour of one-on-one time with one of our employees at the onset of engagement with Client. Subsequent resource allocation is determined by iF on an as needed basis. is aware and understands that iF has limited resources and works with many different companies.
resources are provided at no charge to client and iF does not receive any equity in client’s company. is obligated to seek access to the appropriate support and resources from iF.
will give priority in resource allocation to those companies that are working diligently with the program to advance their success. understands that the companies with the highest potential for commercialization (as determined solely by iF) may receive greater resources than others.
employees and advisors will provide good faith business mentorship and support with diligence, in a timely manner and in accordance with generally accepted standards and practices recognized in the industry. is the “doer” and incorporates the suggestions it deems most appropriate. iF and its employees and advisors are not responsible for Clients’ success or failure in commercialization, nor do iF employees run the day-to-day affairs of the company.
employees and advisors will deliver business advice honestly and using his/her best judgment. understands that the truth and/or criticism is not always pleasant.
employees and advisors do not act or represent themselves as subject matter experts, nor do they provide specific legal, accounting, engineering or other professional services advice. is obligated to seek its own legal, accounting, engineering or other professional services advice (except for limited services that might be available from iF partners resulting from an agreement between iF and the service provider).
may, depending on participation from the business community, secure agreements with certain legal, accounting and other business professionals to provide a limited amount of pro bono services for our Clients. understands that such services will be limited in time and scope.
resources may, subject to scheduling constraints, extend to certain advisors, mentors or other individuals from the business community who may provide general business advice. is aware that the terms and conditions contained in this Client Acknowledgment extend to those individuals as if they were iF employees.
will share information relating to funding programs, grants, etc. Suggestions on application processes will be provided. understands that iF is neither a funding agency nor a guarantor. The effort required to obtain funding is Client’s alone.
employees and advisors will, at their own discretion, advocate for Client in the business community and refer Client to individuals that might be of help in the commercialization effort. understands that iF’s confidentiality agreement does not extend to such efforts (i.e. Client’s very existence or the fact that Client is working with iF is not confidential unless iF is explicitly informed as such by the Client).
Sharing Information & Confidentiality will keep confidential all confidential information that is shared with iF. provides information and details to the level it desires and is comfortable with, except that as per Section 4(c), client is required to provide iF, when requested, with such information as revenue, employee growth figures and milestone figures for program reporting purposes.
Communication will do its best to maintain regular communication with the Client.
understands that, due to having multiple clients, it is ultimately the obligation of the Client to ensure that regular contact with iF is being maintained.
Additional Resources employees and advisors, if and when possible, will engage additional resources from the business community and/or the Ontario Network of Excellence to aid our clients. understands that consideration for attendance to special events, educational sessions and programs, and access to professional service providers will be allocated to high potential clients.
NON-DISCLOSURE AGREEMENT - EMPLOYEES
THIS AGREEMENT dated ____________ is between Innovation Factory (“iF”), whose address is 175 Longwood Rd. South, Hamilton, ON L8P 0A1, and ________________________________ (the “Employee”), who has been engaged by iF as an employee (whether full-time, part-time, permanent or temporary), mentor, advisor, entrepreneur- or executive-in-residence or any other capacity, whether paid or not paid.
WHEREAS the clients of iF or others iF may be advising (collectively, “Clients” and/or “Disclosing Party”) may provide to the Employee certain confidential information, from time to time, in connection with projects (the “Projects”) involving the Clients or the affairs of iF, the parties hereto have agreed that any such information shall be kept confidential by the Employee in accordance with the terms of this Agreement;
NOW THEREFORE in consideration of the mutual obligations contained herein and other good and valuable consideration, the parties hereto agree as follows:
1. Confidential Information. In this Agreement, the term “Confidential Information” means all confidential information that may be disclosed verbally, in writing, electronically or in any other form, or displayed visually or otherwise made available by the Disclosing Party or any of its subsidiaries, affiliates or Representatives (defined below) in connection with a Project or the affairs of iF before, on, or after the date hereof, including, without limitation, the contents of an innovation/idea, a proposal, a business plan, or a statement of work or other pertinent document to be protected.
Confidential Information does not include information that is:
(a) already known by the Employee at the time of disclosure without an obligation of confidentiality;
(b) publicly known or becomes publicly known through no unauthorized act of the Employee or any other person to whom the Employee discloses any of the Confidential Information;
(c) lawfully received by the Employee from any third party without restriction on disclosure; or
(d) independently developed by the Employee without using Confidential Information.
2. Confidentiality. Except as expressly provided in this Agreement, the Employee agrees to hold in confidence and not to disclose, divulge or otherwise make any Confidential Information disclosed by the Disclosing Party available to any other person, firm, corporation or governmental body without the prior written consent of the Disclosing Party.
3. Permitted Disclosure. The Employee may disclose the Confidential Information to its directors, officers, employees, sub-contractors, suppliers, agents, consultants and Employees (“Representatives”) on a “need to know” basis, provided that such Representatives are legally required (through existing fiduciary, contractual or other duty) to maintain the confidentiality of the Confidential Information or, prior to making such disclosure, such Representatives become legally required to maintain the confidentiality of the Confidential Information. The Employee shall ensure that all of its Representatives maintain the confidentiality of the Confidential Information as if such Representatives were parties hereto, and the Employee shall be responsible for any breach of confidentiality by its Representatives. The Employee may also disclose the Confidential Information of the Disclosing Party to any other person approved in writing by the Disclosing Party.
4. Disclosure Required by Law. The Employee may disclose Confidential Information where required by law, including pursuant to an order of court, administrative tribunal or other body having the power to compel the production of Confidential Information. Such disclosure shall be made only to the extent required by law. To the extent permitted by law, the party required by law to disclose the Confidential Information shall promptly notify the Disclosing Party of the obligation so that the Disclosing Party may intervene. The party required to make the disclosure shall assist the Disclosing Party, at the Disclosing Party’s expense, in any attempt to obtain any protective order or other remedies to protect the confidentiality of the Confidential Information.
5. Use. The Employee may only use and copy the Confidential Information in support of discussions, evaluations, proposals and business transactions between the parties hereto pertaining to a Project. For greater certainty, the Employee may not use any of the Confidential Information disclosed by the Disclosing Party (which, in the case of iF, includes any information disclosed relating to any Client) for any commercial purpose.
6. Communication. In the event that the parties hereto discuss a Project or communicate regarding a Project using conference calls, e-mails or any other method of communication where persons other than the Disclosing Party and the Employee participate at the request or initiation of, or with the consent of, the Disclosing Party (directly, by copy or otherwise) it shall not be a breach of this Agreement for the Employee to disclose Confidential Information through those communications to all persons participating in the discussions or otherwise party to the communication, unless the Disclosing Party specifically advises the Employee that such disclosure should not be made.
7. Return of Information. Subject to the provisions of any other written agreement between the parties hereto, upon completion of a Project or at such earlier time as the Disclosing Party may request in writing, the Employee shall return (i) the original Confidential Information received from the Disclosing Party, (ii) all copies of such Confidential Information, and (iii) all other materials, including Employee’s personal notes, that contain, reflect, review or are based in whole or in part upon such Confidential Information, to the Disclosing Party or certify in writing that all such materials have been destroyed.
8. No Further Rights Acquired. The Employee acknowledges that all right, title and interest in the Confidential Information is owned by the Disclosing Party or the person from whom the Disclosing Party obtained the information, and nothing contained in this Agreement shall be construed as granting or conferring any ownership rights or interests to the Employee in the Confidential Information.
9. Disclaimer. The Disclosing Party represents and warrants only that it has all necessary rights and authority to disclose the Confidential Information to the Employee. The Disclosing Party makes no other representation, warranty or condition, whether express or implied, with respect to the Confidential Information or its usefulness or reliability and hereby disclaims all liability for any direct, indirect, special, incidental or consequential damages, however caused, pertaining to the Confidential Information or the use or possession thereof by the Employee. Nothing herein shall be deemed to require either party hereto to enter into any other agreement or relationship with the other party hereto or to carry out any of the transactions proposed in connection with the Project.
10. iF Clients. Though this agreement is meant to obviate the need for iF and/or its individual employees to sign non-disclosure agreements with each Client, the Employee acknowledges that iF may enter into confidentiality agreements with Clients, and a breach of this Agreement may also result in a breach of such confidentiality agreements. The Employee agrees that it shall be responsible for and indemnify any liability to iF for any breach by the Employee of this Agreement, including any liability that may result from the fact that such breach by the Employee results in a breach of an agreement between iF and any Client. The Employee acknowledges that it is critical to the operations of iF that Clients’ information be protected at all times, and iF shall be entitled to exercise all rights contained in this Agreement to protect Confidential Information of or relating to the Clients in the same manner as if such information related to iF directly.
11. Term of Confidentiality. The obligation to keep Confidential Information confidential shall continue for as long as the information remains confidential. Each party hereto agrees that the term of this Agreement shall survive termination of any relationship between the parties hereto.
12. Assignment. This Agreement shall exist to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement is not assignable by either party hereto, whether directly or indirectly, provided that nothing herein shall prevent the assignment by either party of its own Confidential Information or the benefits of this Agreement pertaining thereto.
13. Privacy. Each of the parties hereto will comply at all times with all applicable privacy laws in connection with the collection and use of personal information, including the Personal Information Protection and Electronic Documents Act (Canada), the Freedom of Information and Protection of Privacy Act (Ontario) and any similar law applicable in the circumstances.
14. Waiver. Each party hereto acknowledges and agrees that no failure or delay by the other party hereto in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder.
15. Injunction. The Employee acknowledges and agrees that the Disclosing Party may not have an adequate remedy at law and may be irreparably harmed in the event that any of the provisions of this Agreement were not performed by the Employee in accordance with their specific terms or were otherwise breached by the Employee. Accordingly, the Employee agrees that the Disclosing Party shall be entitled to injunctive relief to prevent breaches of this Agreement and specifically to enforce the terms and provisions hereof.
16. Severability. If any provision of this Agreement as applied to any party in any circumstance is adjudged by a court to be invalid or unenforceable, this will in no way affect any other provision of this Agreement, the application of such provision in any other circumstance, or the validity or enforceability of this Agreement.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
18. Counterparts. This Agreement may be executed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.
Name: David Carter
Title: Executive Director