Non-Disclosure and Confirmation of Copyright Agreement

Effective Date: 2024-04-29 (the “Effective Date”)

Between 

Quick Pass Master Tutorial School Ltd. (“Company”)

And 

Name: (“Name”)

Located: ,  ,  BC,  CA, (“Address”). (the “Student”)

Collectively, the Company and the Student are referred to as the “Parties”.

1. Purpose

The Student has enrolled in one or more product, service, course, program, tutoring session or purchased materials (electronic or physical) from the Company (the “Relationship”).

During this program, the Student will be taught using the Company’s proprietary and Confidential Information including teaching methods and teaching materials. This Agreement is intended to define the extent of the Student’s allowed use of the Confidential Information while still protecting the Company’s Confidential Information against unauthorized use or disclosure.

2. Definition of Confidential Information

“Confidential Information” means any oral, written, graphic or machine-readable information including, but not limited to, that which relates to:

• Teaching materials, including but not limited to booklets, handouts, PowerPoints, sample examination questions, online mock questions, past examination papers, worksheets, online videos; and
• Teaching methods including teacher’s performances, recorded and unrecorded lectures

The term Confidential Information does not include information which:

(a) was in the public domain prior to the disclosure to the Student; 

(b) lawfully enters the public domain after disclosure to the Student through no violation of this Agreement; 

(c) was within the Student’s possession prior to its being furnished to the Student by or on behalf of the Company, provided that the source of such information was not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other person with respect to such information; or

(d) has become available to the Student on a non-confidential basis from a source other than the Company or any of the Company’s representatives, if such source was not bound by a confidentiality agreement with, or any other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other person with respect to such information.

3. Nondisclosure of Confidential Information

3.1. Use of Confidential Information

The Student agrees not to use any Confidential Information disclosed to it by the Company for its own use, sale, lease or for any purpose in which its use would be the same as, or competitive with, the business of the Company. Specifically, the Student shall not use the Confidential Information for any of the following purposes:

• operating a real estate trading, mortgage, broker, builder, strata property management, exempt market proficiency and/or rental pre-licensing tutorial program; or
• a Canadian farm land real estate investment education course, or Canada agricultural real estate investment tutoring.

3.2. Further Provisions

The Student shall not: 

(i) disclose or permit disclosure of any Confidential Information to any third parties;

(ii) disclose or permit disclosure of any Confidential Information to employees of the Student, other than directors, officers, and employees, as applicable, who are required to have the information in order to carry out the discussions regarding the Relationship and who are under a contractual and/or professional obligation to maintain the confidentiality thereof; and

(iii) communicate any information to the Company in violation of the proprietary rights of any third party.  

The Student shall: 

(i) take all reasonable measures to protect the secrecy of, and avoid disclosure or use of, Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information.  Such measures shall include, but not be limited to, the highest degree of care that the Student utilizes to protect its own Confidential Information, which shall be no less than reasonable care; and 

(ii) notify the Company in writing and orally of any actual or suspected misuse, misappropriation or unauthorized disclosure of the Confidential Information within three (3) business days of such knowledge.

3.3. Exceptions

Notwithstanding sections 3.1 and 3.2 above, the Student shall not be liable to the Company with regard to any Confidential Information which the Student can prove: 

(i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the Student or any party to whom the Student has disclosed such Confidential Information; 

(ii) was known to the Student, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; or

(iii) is rightfully communicated to the Student by persons not bound by confidentiality obligations with respect thereto. 

In addition, the Student may disclose Confidential Information only to the extent that such information is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body with proper jurisdiction; provided, however, the Student shall provide prompt notice of such court order or requirement to the Company to enable the Company to seek a protective order or otherwise prevent or restrict such disclosure through legal means.

4. No Duplication and Return of Confidential Information

The Student shall not make any copies or duplicates of the Confidential Information, except as otherwise expressly authorized by the Company. Any Confidential Information that has been furnished by the Company to the other in connection with the Relationship shall be promptly returned by the Student to the Company, accompanied by all copies thereof, on the last day of class.

5. No Rights Granted

Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of either party, nor shall this Agreement grant the Student any rights in or to the Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship.

6. Term

This Agreement shall remain in effect for a two-year term, or the termination of the Relationship, whichever is longer. Notwithstanding the foregoing, the Student’s duty to hold in confidence Confidential Information that was disclosed during the term shall remain in effect indefinitely, or to the maximum extent permitted by law.

7. Successors and Assigns

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. The Student shall not assign any of its rights hereunder, nor delegate any of its duties hereunder, without the prior written consent of the Company, and each party acknowledges and agrees that, absent such prior written consent, any attempted assignment or delegation hereunder shall be null, void and of no effect. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

8. Severability

If any provision of this Agreement is unenforceable or invalid, then 

(i) such provision shall be adjusted to the minimum extent necessary to cure such invalidity or unenforceability; and 

(ii) the balance of this Agreement shall be enforceable in accordance with its terms.

9. Governing Law and Venue

This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of Province of British Columbia, Canada. 

Please confirm your agreement with the foregoing by signing and returning one copy of this Agreement to the undersigned, whereupon this Agreement shall become a binding agreement between you, the Student, and the Company.

Signature: Signed by agreeing to terms electronically at checkout

Name: