Confidentiality & Non-Disclosure

Introduction

By engaging with ATEK — whether through a purchase order, commercial proposal, demo, pilot program, site visit, or any other business interaction — you acknowledge that you have read, understood, and agree to be bound by these Confidentiality & Non-Disclosure terms. These terms take effect upon your first exchange of information with ATEK and apply to all past, present, and future disclosures between the parties.

These terms should be read in conjunction with the ATEK End User License Agreement, Terms & Conditions, Service Level Agreement, Privacy Policy, Cookie Policy, and Data Processing Agreement.

1. Definitions

1.1. "ATEK" refers to 10007668 CANADA INC., doing business as ATEK, with its head office at 5490 Boulevard Thimens, Office 240, St-Laurent, Quebec, H4R 2K9, Canada.

1.2. "Client" refers to any natural or legal person engaging in a business relationship with ATEK, including prospective clients evaluating ATEK's products or services.

1.3. "Confidential Information" means all information, regardless of its form, communicated by one party to the other in the context of any business interaction and designated as confidential or which, by its nature, reasonably should be considered confidential. This includes, without limitation:

• Trade secrets and strategic information
• Client Data (as defined in the EULA)
• Technical specifications, source code, architecture, algorithms, data structures, and proprietary processes
• Financial and commercial information, including pricing, cost structures, and business plans
• Information relating to customers, suppliers, and partners
• Product roadmaps, research and development plans, and unpublished features
• Marketing strategies and competitive analyses
• Employee and personnel information
• Proposals, contracts, and terms of business relationships with third parties
• Any information identified as "Confidential," "Proprietary," or with a similar designation

1.4. "ATEK Confidential Information" means all nonpublic information disclosed by ATEK, its affiliates, business partners, or their respective employees, contractors, or agents that is designated as confidential or that reasonably should be understood to be confidential.

2. Exclusions

These confidentiality obligations do not apply to information that:

• (a) Was already known to the receiving party before its disclosure, as evidenced by written records
• (b) Is or becomes publicly available through no fault of the receiving party
• (c) Is legitimately received from a third party not subject to a confidentiality obligation
• (d) Is independently developed by the receiving party without reference to the disclosing party's Confidential Information
• (e) Must be disclosed pursuant to a legal or regulatory obligation, subject to Section 5 notice requirements

3. Obligations

3.1. General Obligations

Each party undertakes to:

• Maintain the strict confidentiality of all Confidential Information received
• Not disclose, publish, or disseminate Confidential Information to any third party without prior written agreement
• Use the Confidential Information solely for the purposes of the business relationship
• Limit access to only those with a legitimate need to know
• Ensure that all persons with access are bound by confidentiality obligations no less restrictive

3.2. Standard of Care

Each party shall protect the other party's Confidential Information using the same degree of care it uses to protect its own, but in no event less than reasonable care.

3.3. Subcontractor Obligations

ATEK contractually imposes on all its subcontractors confidentiality obligations at least as strict as its own, and remains fully responsible for any breach by its subcontractors.

4. Permitted Disclosures

A receiving party may disclose Confidential Information:

• (a) To its employees, officers, directors, and professional advisors who need to know, bound by written confidentiality obligations
• (b) To its legal counsel for legal advice
• (c) As required by law, subject to Section 5
• (d) With the prior written consent of the disclosing party

5. Compelled Disclosure

If required by law, the receiving party shall:

• (a) Provide prompt written notice to the disclosing party (to the extent legally permitted)
• (b) Cooperate with efforts to obtain a protective order
• (c) Disclose only the legally required portion
• (d) Use commercially reasonable efforts to ensure disclosed information is treated confidentially

6. Duration

6.1. Obligations remain in force throughout the business relationship and for five (5) years after its conclusion.

6.2. For trade secrets, the obligations remain in force indefinitely, as long as the information retains trade secret status.

7. Return or Destruction

7.1. Upon conclusion of the business relationship, the receiving party shall within 30 days either return or destroy all materials containing Confidential Information.

7.2. The receiving party shall certify in writing the return or destruction upon request.

7.3. The receiving party may retain copies necessary for legal, regulatory, or professional obligations, subject to ongoing confidentiality.

8. No Grant of Rights

8.1. Nothing grants any rights to any Confidential Information except the limited right to use it in the business relationship.

8.2. All Confidential Information remains the exclusive property of the disclosing party.

9. Remedies

9.1. Any breach may cause irreparable harm for which monetary damages alone would be inadequate.

9.2. The disclosing party shall be entitled to seek injunctive relief, specific performance, or other equitable relief without proving actual damages or posting a bond.

10. Data Protection

To the extent Confidential Information includes personal data, the parties shall handle it in accordance with the Terms & Conditions data protection provisions and applicable privacy laws.

11. Governing Law

These terms are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein.