By participating to the Lowe's Canada Vendor Forum (the “Event”), organized by RONA inc., Lowe’s Companies Canada, ULC, and Lowe’s 220 LP (hereinafter collectively referred to as “you” or “LOWE’S”) I understand that you will furnish me with non-public information relating to your business which you deem confidential (the “Confidential Information”). For greater certainty, and for the purposes of this undertaking, Confidential Information includes any information relating to LOWE’S, its subsidiaries or affiliates, its parent company and their respective directors, officers, shareholders, employees, contractors, clients, agents, suppliers and customers, which will be disclosed or has been previously disclosed by or on behalf of LOWE’S to me in connection with or relating to the Event., whether such information is conveyed verbally or in written or other tangible form, including, but not limited to, any business, financial, real estate and legal information, corporate strategies, business processes, business process maps, information on how you operate and serve customers, reports, plans, data, equipment, software, designs, technology, technical documentation, product or service specifications or strategies, marketing plans, pricing information, information relating to existing, previous and potential suppliers, landlords, tenants, customers and contracts, leases, sub-leases, inventions, applications, methodologies and other know-how. Such Confidential Information includes original information supplied by LOWE’S, as well as all copies and any reports, analyses, products and other materials to the extent derived from or containing such original information.
I understand and acknowledge that the Confidential Information will be furnished to me subject to the provisions of this undertaking.
I hereby confirm that I am aware that the Confidential Information is confidential and that I will respect its confidential nature and take normal and customary precautions, which, in any case, will not be less than a reasonable standard of care, to maintain such confidentiality and prevent disclosure of the Confidential Information. I further agree that I will not, without your prior written consent, directly or indirectly, divulge or disclose the Confidential Information to any person or entity, other than to my affiliates and my respective directors, officers, partners, employees and advisors (collectively, the “Representatives”). I acknowledge and agree that I will be directly responsible to LOWE’S for any losses or damages suffered as a result of a breach of the obligations provided for herein by me or by any Representative.
I will not use any of the Confidential Information in order to compete in any way with LOWE’S, nor will I use the Confidential Information in any manner that may contravene the Competition Act or any legislation relating to spam, nor allow a third party to do any of the above.
I understand and acknowledge that all Confidential Information shall remain the property of LOWE’S. All logos, texts, graphics, images, videos, soundtracks or all organization of these elements presented during the Event are the property of LOWE’S and are protected under the applicable intellectual property legislation and regulations in Canada and in the world. The contents of the Event, including namely all logos, texts, graphics, images, videos, soundtracks or any other element presented during the Event, in part or in whole, be copied, duplicated, printed, archived, re-edited, downloaded, displayed, sold, assigned, transferred, modified or otherwise diffused, on paper format or other format created or to be created, electronic or other, without LOWE’S prior consent. The Lowe’s ©, RONA©, Reno-Depot © and Dick’s Lumber © trademarks and the figurative trademarks related to LOWE’S that are displayed during the Event are registered trademarks and are the exclusive property of LOWE’S, its subsidiaries, its affiliates, its members, its suppliers or its distributors and are protected under the applicable trademarks legislation and regulations in Canada and in the world. The trademarks and figurative trademarks which are not the property of LOWE’S are the property of their respective owners.
I acknowledge that LOWE’S makes no representation or warranty as to the accuracy or completeness of the Confidential Information and assumes no liability and/or responsibility whatsoever with respect to such Confidential Information regardless of any reliance thereon by me or my Representatives. I acknowledge that the information presented during the Event reflect the data available to LOWE’S at the moment the Event’s content was created. The information presented during the Event is the vest LOWE’S was able to obtain on the subject they concern. In spite of all the care employed by LOWE’S to ensure the accuracy of the information presented, errors may have occurred.
I agree to comply with any applicable privacy legislation as well as LOWE’S privacy policies in connection with the Confidential Information covered by such legislation and policies. In participating to the Event, I understand that LOWE’S may collect my personal information. For example, LOWE’S may collect identification information that can be used to identify me, such as my name, alias address, phone number or email address. LOWE’S may also collect online identifiers, such as my IP address. LOWE’S also collects preference information when I communicate with them. This information is used to facilitate the dispensation of the Event, to communicate and reach out to me, to enhance the products, services and operations of LOWE’S and for other legal, compliance, law enforcement and security purposes. I acknowledge and accept to be bound by LOWE’S Privacy Policy which is available at Lowe's Privacy Policy | Lowe's Canada (lowes.ca).
This undertaking and the obligations herein will be effective from the date of the Event and shall remain in force at all times thereafter until the Confidential Information becomes in the public domain otherwise than in violation of the terms of this undertaking.
I acknowledge that LOWE’S, its subsidiaries and affiliates shall under no circumstances be liable for any injury caused to me, my computer or its data in participating to the Event, or for any other injury, direct or indirect, sustained in direct or indirect relation with my participation to the Event or with the impossibility to participate to the Event and as such, LOWE’S, it’s subsidiaries and affiliates decline any such liability, including any liability related to any delay of execution or of transmission of the Event. Participation to the Event is at my own risks.
Delay in exercising, failure to exercise or partial exercise by LOWE’S of any right or remedy under this undertaking will not constitute a waiver of any right, remedy or breach of this undertaking. Any waiver must be in writing, but any such waiver will be limited to its terms and will not constitute a waiver of any other right, remedy or breach of this undertaking. I acknowledge and agree that monetary damages may not be an adequate remedy for any breach of this undertaking and that LOWE’S shall be entitled to seek an injunction or specific performance as a remedy for any breach, and that such remedies are not exclusive but in addition to any other remedies available.
This undertaking shall inure to the benefit of and be binding upon me and LOWE’S and our respective successors and permitted assigns.
This undertaking shall be governed by and construed and enforced in accordance with the laws of the Province of Québec, without regard to conflict of laws principles, and both SUPPLIER and LOWE’S agree to the exclusive jurisdiction of the courts sitting in the city Montreal, Québec with respect to the adjudication of any claims arising out of or relating to this undertaking.