The Client agrees to provide Invest Ottawa and its program delivery partners up-to-date information about its business (the “Business Data”), including but not limited to business address, business number, employment numbers, and in order for us to receive funding for these services, we require further information such as share capital raised, revenues/sales, intellectual property created, and ownership details, for the purposes of providing the Services or Advice.

The Client agrees to provide the Business Data by survey or by other collection means from time to time throughout the period that this Agreement is in force. You agree to offer this data in an accurate and timely manner.

Invest Ottawa agrees to treat the Client’s Business Data in strict confidence, in accordance with the Confidentiality and Privacy guidelines outlined in this Agreement. Invest Ottawa may use aggregated Business Data, which is not identifiable to any one Client, for reasons such as but not limited to public reports or to improve its services.

Client agrees that that all Business Data submitted is complete, true and correct, and that any misrepresentation, falsification, or omission may result in termination of Services at Invest Ottawa’s discretion.

What This Means: We need to collect data and provide this to our funders, such as the Province of Ontario and the Government of Canada to demonstrate that the companies we are supporting are creating a positive economic impact in the region. We demonstrate this impact by collecting your (client) data and using it to show our funders that the companies we support are in fact creating jobs and generating revenues. This is essentially Invest Ottawa’s scorecard with our funders. Without this data, we cannot continue providing our free/highly subsidized services.

Business Data will be accessed by Invest Ottawa, and our program delivery partners Sparks Centre and LaunchLab. The program delivery partners are under contractual obligations to comply with the same level of confidentiality of information as described in this agreement.

The Client and Invest Ottawa agree to use commercially reasonable efforts to protect the other party’s Confidential Information (defined below). Each party is willing to disclose the Confidential Information to the other party, upon the terms and conditions herein contained for the purpose of the Client receiving and Invest Ottawa providing the Services or Advice. Each party agrees that the Confidential Information shall not be used in any manner except as reasonably required to provide the Services or Advice.

The parties agree to use all reasonable efforts to protect the discloser’s Confidential Information, using a standard of care no less than the degree of care that the recipient would reasonably expect for its own similar confidential information. The Parties will not copy, reproduce, divulge, publish or circulate any of the Confidential Information except to those who need to know the Confidential Information to provide the Services or Advice.

In this Agreement, “Confidential Information” means technical, financial and other information of a confidential or proprietary nature that is not publicly available and is regarded by the discloser as an asset of considerable value, whether disclosed in writing or orally, and is labeled or identified as “Confidential” or “Proprietary” by the discloser, but excludes information that the recipient proves: (a) was lawfully in its possession before receiving it from the discloser, (b) was provided in good faith to it by a third party without breaching any of the discloser’s rights or any rights of a third party, (c) is or becomes generally available to the public through no fault of the recipient, or (d) is obligated to be disclosed by law.

What This Means: We understand your business data is important, and often strategic, so we take our obligation for confidentiality very seriously. We do, however, have to disclose this to our funders to demonstrate impact and that companies are eligible for the program.

Invest Ottawa respects the Client's privacy and will apply recognized principles to its dealings with the Client's personal information, adhering to Invest Ottawa’s Privacy Policy as outlined on its website: https://investottawa.ca/privacy-policy/

What This Means: Like your business data, we also understand the personal information we receive about you or other members of your team is important to protect and keep confidential.

Invest Ottawa disclaims all representations, warranties, guarantees, and conditions of any kind to the Client in relation to the Services and Advice. While the Advice is believed to be accurate at the time that it is made available as part of the Services, Invest Ottawa does not warrant or represent that any Advice will be accurate or reliable. The Client acknowledges that any Advice provided as part of the Services is for educational purposes only and is not intended to constitute business, financial or legal opinions of any kind.

The client acknowledges and agrees that the Services and Advice should not be solely relied upon, and that the entire risk as to the quality and performance of the Services and the accuracy or completeness of the Advice is assumed solely by the Client.

The Client acknowledges that the Services and Advice are distributed on an "as is, as available" basis.

What This Means: We are providing advice based on the information we have with the hope of helping your business to succeed. This is on a best effort basis – our advice does not come with a guarantee.

The Client acknowledges that Invest Ottawa makes no representations or warranties, express or implied, to the Client regarding the Services and Advice, or that the Services and Advice will result in or cause the Client's business venture to succeed or achieve specific objectives.

The Client has no duty to comply with or follow any advice or recommendations given by Invest Ottawa, and the Client shall retain full right and authority to conduct its business in accordance with its own judgement.

In no instance shall Invest Ottawa be deemed to have any fiduciary or other similar duties or obligations to Client, nor shall Invest Ottawa be deemed to have any implied duties pursuant to this Agreement. No third party is an intended beneficiary of this Agreement.

The Client acknowledges and agrees that in no event shall Invest Ottawa have any liability whatsoever to the Client with respect to: (a) any use of or reliance by the Client or any of its agents or representatives on any of the Services or Advice provided by Invest Ottawa; (b) any loss of profits, loss of use of data, interruption of business, or for indirect, special, incidental or consequential damages of any kind incurred by the Client; (c) any claim or other proceeding against the Client by a third party; or (d) any representation or warranty made to any third party by the Client.

What This Means: While we will work with you through the ups and downs, we can’t be held legally or financially accountable in the unfortunate circumstances of loss or failure.

The Client indemnifies and holds harmless Invest Ottawa from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, fees or expenses, joint or several (including without limitation reasonable legal fees) arising or resulting from or in connection with: (a) the Services provided, (b) any action of the Client, its directors, officers, employees, agents or shareholders or those for whom in law it is responsible with respect to the Services, or (c) any actual or alleged infringement or misappropriation by the Client or any product or service developed or marketed by the Client of any patent, trademark, trade name, copyright or other proprietary or intellectual property right of any person or entity.

What This Means: We can’t be held responsible or accountable for what happens with your business; it’s your business and you call the shots. We will, however, be there to congratulate you on your successes and we’ll also be there to help you navigate any challenges.

Invest Ottawa shall not be restricted by anything provided herein from providing consultation, advice and services to any other person or entity engaged in businesses which are similar to or competitive with the Client's business; provided however, that Invest Ottawa will not disclose to any other client any confidential or proprietary information relating to the Client or the Client's business, as provided in this Agreement.

What This Means: We work with multiple companies in each sector, and some of them may compete. As per the confidentiality clause, your data and company information will never be shared. Also, we’ll disclose conflicts amongst our advisors so you can decide with whom you work.

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

What This Means: This agreement will be under Ontario’s jurisdiction.

Invest Ottawa and the Client acknowledge and agree that the relationship between them is solely that of independent contractors, and nothing herein shall be construed to constitute the parties as employer/employee, partners, joint venture, co-owners, or otherwise as participants in a joint or common undertaking.

What This Means: This agreement doesn’t join our organizations in any way.

Either party has the right to terminate the provision of the Services or Advice, without thereby incurring any liability to the other, upon written notice.

What This Means: We’re not bound to keep working together if one or both sides decide it’s not working out.

TThis Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

What This Means: This agreement goes beyond the people signing the agreement and extends to the organization going forward.

This Agreement contains the entire agreement of, and supersedes any and all prior understandings, arrangements and agreements between the Parties hereto, whether oral or written, with respect to the subject matter hereof.

No amendment, waiver or termination of this Agreement will be binding unless executed in writing by the parties to be bound hereby. No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, nor will any such waiver constitute a continuing waiver unless expressly provided.

What This Means: This is the entire agreement between us.