This Mutual Non Disclosure Agreement (“Agreement”) applies to Confidential Information exchanged between the parties in connection with the provision of services by Excel Rescue Limited (the “Services”).

This Agreement is intended to operate in conjunction with, and not in limitation of, the Excel Rescue Terms of Service. In the event of any inconsistency, the Terms of Service will prevail.

TERMS OF THIS AGREEMENT

1 INTERPRETATION

1.1 Definitions:

Affiliate: in relation to a party, any director, officer, employee, contractor, professional advisor, or related entity of that party.
Agreement: clauses 1 to 9 of this document.
Confidential Information: includes all non-public information disclosed by or on behalf of a party in connection with the Services, whether before or after the date of this Agreement, in any form.

Confidential Information does not include information that:

• is or becomes publicly available other than through a breach;
• is lawfully obtained from a third party without breach of confidentiality;
• is independently developed without use of the other party’s Confidential Information; or
• consists of general knowledge, skills, ideas, or experience retained in the unaided memory of personnel.

Purpose: carrying out the Services and related communications.

Unauthorised Activity: unauthorised access, use, copying, or disclosure of Confidential Information.

1.2 No obligation: Nothing in this Agreement obliges either party to disclose Confidential Information.

2 USE AND DISCLOSURE

2.1 Permitted use: Confidential Information may be used solely for the Purpose.

2.2 Permitted disclosure: Disclosure is permitted to Affiliates on a need-to-know basis, provided they are bound by confidentiality obligations no less protective than this Agreement.

2.3 Responsibility: Each party remains responsible for breaches by its Affiliates.

3 CONFIDENTIALITY AND SECURITY

3.1 Each party must take reasonable measures to protect the other party’s Confidential Information from Unauthorised Activity.

3.2 No party guarantees absolute security or uninterrupted protection.

4 DISCLOSURE REQUIRED BY LAW

4.1 Disclosure is permitted where required by applicable Canadian federal or provincial law, regulation, or court order.

4.2 Where legally permitted, the disclosing party will provide reasonable prior notice and cooperate to limit disclosure.

5 BREACH AND REMEDIES

Each party acknowledges that unauthorised disclosure may cause harm not fully compensable by damages. Equitable relief may be available where appropriate, subject always to the limitations and exclusions set out in the Terms of Service.

6 DISCLAIMER AND LIMITATION

Confidential Information is provided “as is,” without representation or warranty as to accuracy or completeness.

Nothing in this Agreement expands, limits, or modifies any disclaimer, limitation of liability, or exclusive remedy set out in the Terms of Service.

7 OWNERSHIP

Each party retains all right, title, and interest in its Confidential Information.

8 DURATION AND RETURN

Confidentiality obligations survive completion or termination of the Purpose. Upon written request, Confidential Information will be returned or destroyed, except where retention is required by law or standard backup practices.

9 GENERAL

This Agreement is governed by the laws of British Columbia and the laws of Canada applicable therein. The parties submit to the non-exclusive jurisdiction of the courts of British Columbia.