CANADA ONLY - "UGC STYLE" - Family + Cooking in Canada - Food & Beverage

THIS AGREEMENT is entered into and effective as of today (the Effective Date), by and between (Sponsor), and the individual clicking the box stating his/her acceptance to this Agreement ("Participant"), (hereinafter referred to as the Participant):

WHEREAS Sponsor is offering Participant the opportunity to work with Sponsor on a certain project, namely to create a story, pitch, and/or video for Sponsor (the Purpose); and

WHEREAS during the course of such work, Sponsor may disclose to, or Participant may become aware of or have access to certain confidential, proprietary, or secret information; and

WHEREAS Sponsor wishes to define its rights with respect to any such information disclosed,

NOW THEREFORE, in consideration of the premises and covenants herein contained, the receipt any sufficiency of which are hereby acknowledged, Participant agrees as follows:

1. DEFINITIONS. For purposes of this Agreement, the following definition shall apply:

"Confidential Information" shall mean any and all information that is either furnished by Sponsor to the Participant or that the Participant receives knowledge of or access to that is proprietary to Sponsor and is not generally available to the public. Confidential Information shall include but shall not be limited to all agreements, analyses, business concepts, business methods, business practices, consumer research data, customer lists, developmental and manufacturing processes and procedures, documents, forecasts, ideas, interpretations, inventions, know-how, market information, methods, notes, price sheets, procedures, processes, prototypes, records, reports, sales and marketing research, samples, style guides, technology, trade secrets, or wholesale and retail sales data which are disclosed at any time, in any form, whether or not expressly marked as proprietary or confidential.

Confidential Information shall not include any such information that:

(a) is generally available to the public at the time of receipt from Sponsor or becomes available to the public through no fault of the Participant or a breach of this Agreement;

(b) is received by the Participant from a third party free to lawfully disclose such information;

(c) is in the Participant's lawful possession, as evidenced by its written records, prior to disclosure by Sponsor; or

(d) is independently developed by the Participant without the aid, application, or use of the Confidential Information, as evidenced by its written records.

Information shall not be considered Confidential Information: (i) merely because it is embraced by more general or generic information which is in the public domain or available from a third party, or (ii) if it can only be reconstructed from information taken from multiple sources, none of which individually shows the whole combination (with matching degree of specificity), its principle of operation and/or the relevant use or method of use, as applicable.

1. EFFECT OF DISCLOSURE. All Confidential Information shall remain the property of Sponsor, notwithstanding disclosure hereunder.

2. SECRECY. The Participant shall not, without the prior written consent of Sponsor, disclose the Confidential Information to any other person or entity for any purpose whatsoever; or use, copy, or reproduce Confidential Information, except as is required in the furtherance of the Purpose. Should Participant choose to involve other individuals in the project, all additional individuals must complete this form prior to participating. The Participant shall maintain the Confidential Information in confidence and shall prevent access by unauthorized persons using the same general degree of security that the Participant accords to its own Confidential Information, but not less than a reasonable degree of care.

3. COMPELLED DISCLOSURE. If the Participant is legally compelled to disclose any of Sponsor's Confidential Information, the Participant shall provide Sponsor with prompt notice thereof, prior to complying therewith, so that Sponsor may seek a protective order or other appropriate remedy. The Participant will cooperate fully with the Sponsors efforts to obtain any such order or other relief.

4. RETURN OR DESTRUCTION. Immediately upon termination of this Agreement, or upon request, the Participant shall either return to Sponsor or destroy (and certify such destruction in writing) all writings, presentations, samples, or models (including all copies or reproductions thereof) containing, disclosing or constituting Confidential Information.

5. NO PHOTOGRAPHY. The Participant will not take any photographs or videos, nor use any other audio or visual recording equipment (such as camera phones) while on site at Sponsor, without the express written consent of the Sponsor Group.

6. EQUITABLE REMEDY. The Participant acknowledges that the unauthorized use or disclosure of Confidential Information will cause irreparable injury to Sponsor and that monetary damages would be inadequate to compensate Sponsor for any such unauthorized use or disclosure. Accordingly, the Participant agrees that Sponsor will have the right to obtain immediate injunctive relief against any breach or threatened breach of this Agreement, without the necessity of posting a bond or proving actual damages, as well as the right to pursue any and all other rights and remedies available at law, in equity, or otherwise for such a breach or threatened breach.

7. DISCLOSURE TERM & TERMINATION. Unless sooner terminated or extended in writing by the parties, the Disclosure Term of this Agreement shall be a period of one (1) year from the Effective Date. Participant�s obligations of confidentiality and non-use hereunder shall remain in force for a period of three (3) years from the Effective Date.

8. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States of America, excluding any law regarding choice of laws that would defer to the laws of a different jurisdiction.

9. WAIVER & ASSIGNMENT. No failure or delay by either party in exercising any right or privilege hereunder will operate as a waiver thereof. This Agreement is non-assignable, except that Sponsor may assign this Agreement to any other member of the Sponsor Group, at any time.

10. SEVERABILITY. Every provision of this Agreement is intended to be severable. If any term or provision hereof is determined, by a court of competent jurisdiction, to be illegal, invalid, or unenforceable for any reason whatsoever, such illegality, invalidity, or unenforceability shall not affect the remainder of this Agreement. In the event of a determination of illegality, invalidity, or unenforceability of any provision, the parties shall negotiate in good faith to amend such provision to best accomplish the original intention of the parties within the limits of applicable law or precedent.

11. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties regarding the non-disclosure and non-use of Confidential Information. No modification of this Agreement shall be binding upon any party unless made in writing and signed by duly authorized representatives of both parties.

IF PARTICIPANT IS UNDER EIGHTEEN (18) YEARS OF AGE (OR NINETEEN (19) YEARS OF AGE IN ALABAMA OR NEBRASKA OR UNDER TWENTY-ONE (21) YEARS OF AGE IN MISSISSIPPI), THE FOLLOWING MUST BE AGREED TO BY A PARENT OR LEGAL GUARDIAN.

I am the father, mother or duly appointed guardian of the below noted minor with full parental rights and authority, and I have read the Agreement that my child has signed. I hereby consent to, join in and approve that Agreement, will ensure that my child honors his/her obligations, and will indemnify and hold the Released Parties (as defined therein) harmless against any and all claims or damages related in any way to the rights granted therein, my child's performance or obligations thereunder, any breach of that Agreement or any attempt to disaffirm that Agreement.