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Non Disclosure Letter Template for Canada

A Canadian Non-Disclosure Letter is a formal document that establishes confidentiality obligations between parties sharing sensitive information. Operating under Canadian federal and provincial privacy laws, this document provides a streamlined approach to protecting confidential information while maintaining legal enforceability. It outlines the scope of confidential information, permitted uses, handling requirements, and duration of obligations, all while adhering to Canadian legal standards and privacy regulations. The document serves as a binding commitment to maintain confidentiality while being more concise and less formal than a full non-disclosure agreement.

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What is a Non Disclosure Letter?

The Non-Disclosure Letter is a crucial document used in Canadian business contexts where parties need to share confidential information while maintaining legal protection. This document type is particularly useful in initial business discussions, preliminary negotiations, or situations requiring quick implementation of confidentiality obligations. While less formal than a full non-disclosure agreement, it still provides robust protection under Canadian law. The letter typically includes definitions of confidential information, usage restrictions, handling requirements, and duration of obligations. It's designed to comply with Canadian privacy laws including PIPEDA and relevant provincial legislation, while being more accessible and faster to implement than traditional NDAs. The Non-Disclosure Letter is commonly used in scenarios ranging from business negotiations to potential partnerships, employee discussions, and vendor relationships.

What sections should be included in a Non Disclosure Letter?

1. Sender and Recipient Details: Full legal names and addresses of both parties

2. Date: Effective date of the letter

3. Purpose Statement: Brief statement explaining the purpose of sharing confidential information

4. Definition of Confidential Information: Clear description of what constitutes confidential information under this letter

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Uses: Specific purposes for which the confidential information may be used

7. Return or Destruction: Requirements for handling confidential information upon request or termination

8. Duration: Period for which the confidentiality obligations remain in effect

9. Signature Block: Space for signatures and acknowledgment of receipt

What sections are optional to include in a Non Disclosure Letter?

1. Permitted Disclosures: Used when recipient needs to share information with specific employees or advisors

2. Exceptions to Confidentiality: Include when specific carve-outs from confidentiality obligations are needed

3. Non-Solicitation: Added when there's a need to prevent poaching of employees or customers

4. Governing Law: Include when parties are in different jurisdictions or specific jurisdiction needs to be established

5. Remedies: Include when specific enforcement mechanisms or remedies need to be highlighted

What schedules should be included in a Non Disclosure Letter?

1. Schedule A - Description of Confidential Information: Detailed list or categories of confidential information covered

2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule C - Security Protocols: Specific procedures for handling and protecting confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Canada

Publisher

Ƶ

Document Type

Disclosure Letter

Cost

Free to use

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