What is a confidentiality commitment?

Often, both at In Canada as in Quebec , confidentiality agreement (an “ Agreement ”) to a commercial agreement, whether unilateral or bilateral, into or to be entered into between the parties involved in proposed transaction related to the purchase or sale of a business ( “ Transaction ”).

This Undertaking aims to protect the , communication, or any other form of access, observation, of confidential information belonging to the Discloser for the purpose of enabling the Recipient to and reasonably assess the nature and scope of the Transaction. The information (the “ Information ”) belonging exclusively to the Discloser is which will be determined by the Discloser for the purposes of the , but this Information must not be in the public domain already known to the Recipient.

As part of the Transaction, written request from the Discloser, the Recipient must promptly return obtained documents constituting the Information, including any copies , without retaining any copies for themselves. However, if the has not requested the return of the Information, then the must, on their own initiative, destroy obtained documents constituting the Information and provide the Discloser with a written statement to such destruction and listing all the Information destroyed and the means used to effect such destruction.

In Canada , as in Quebec , a confidentiality agreement can also be in an employment contract, signed separately by the employee or self-employed worker, or be specific to sensitive information to which they have access. in Quebec, the Civil Code of Quebec stipulates that "employees [...] must act with loyalty and not misuse confidential information obtained in the course of or in connection with their work."

These obligations survive for a reasonable period after the termination of the contract, and survive at all times when the information relates to the reputation and privacy of others.