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DER3 Programing Agreement

BETWEEN: The Innovation Central Society (“ICS”), a not-for-profit entity having an address at 101-1584 Seventh Avenue, Prince George, BC, V2L 3P4. This not-for-profit operates under the banner of “Hubspace”

AND: The Company or Individual that is registering for the Digital Economy: Rapid Response + Resiliency Program (“DER3“) Program (“The Venture“) 

WHEREAS:

  1. In part through the ICS programming, ICS endeavors to assist entrepreneurs to improve the success of their ventures, including by matching CEO’s, founders and other staff with access to ICS employees, contractors, volunteers, and external resource people (together, “Resources”) for the purposes of providing entrepreneurs with guidance, advice and support.
  2. The Venture wishes to take part in the ICS programming.
  3. In order to be able to access services under the ICS programming, the Venture, its directors, officers, agents, representatives, contractors and employees will be engaging in free and open discussions with the Resources which may include sharing both general and specific information, such as past and current experiences obtained in the normal course of business.

NOW THEREFORE, in consideration of the services to be provided under the ICS programming, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Representations & Warranties

The Venture represents and warrants that:

  1. It has the right and authority to disclose the information that it has provided, and will subsequently be providing, to ICS and the Resources; 
  2. If the Venture is a corporate entity, the Board of Directors and other applicable decision-makers of the Venture have consented to the Venture’s participation in ICS programming and the disclosure of information about the Venture for purposes of its participation in the ICS programming; and
  3. The Venture has full power, authority and capacity to enter into and be bound by this Agreement.

Acknowledgment

The Venture acknowledges and agrees that:

  1. The Resources will provide only educational support; 
  2. The Resources cannot make business decisions for the Venture, its directors, officers, employees or contractors; 
  3. ICS reserves the right, at its sole discretion, to change, restrict, suspend or terminate the Venture’s access to the Resources at any time for any reason or no reason without prior notice or liability; and
  4. The use of the Venture’s information by ICS and the Resources shall be limited to that which is reasonably necessary to provide the Venture with the related information that the Resources believe may be of interest.
  5. Some information collected will be shared with the Government funders of the DER3 program: Innovate BC & Western Economic Diversification. 

Program Requirements

The Venture acknowledges and agrees that:

  1. They are required to participate in an initial assessment interview, information from this interview will be used by ICS Resources to determine the appropriate types of service, if any, that the Venture will receive.
  2. They will provide any data reasonably required by the programming, including but not limited to, employee list, financial information and outcomes from activities pursued.
  3. They agree to receive any and all communications from ICS & Innovate BC, including, but not limited to newsletters, marketing material, grant and business opportunities

Information & Confidentiality

The parties acknowledge and agree that:

  1. Any documents and information of any kind, whether oral, electronic, written or in any other format, that is provided by the Venture, or any of its directors, officers, agents, representatives, contractors or employees, to ICS or the Resources under ICS programming, shall remain confidential for a period of 5 years after its disclosure, and ICS shall, and shall require that the Resources shall, use that information only for the purpose of assisting the Venture under ICS programming, and shall not otherwise disclose or use that information for any other purpose without prior written consent from the Venture.  However, the foregoing shall not apply to any information that
    1.  is or becomes (through no improper action of ICS or any Resource) generally available to the public,
    2. was in ICS’s or the applicable Resource’s possession prior to receipt from the Venture,
    3. was disclosed to ICS or the applicable Resource by any third party without violation of any confidentiality provisions applicable to that third party,
    4. was independently developed by ICS or the applicable Resource without use of any proprietary information of the Venture, or
    5. is required by a court of law of governmental authority to be disclosed by ICS or the Resource, provided that ICS shall provide the Venture with notice of that disclosure requirement and shall make reasonable efforts to limit the disclosure of the information.
  2. Notwithstanding paragraph above, ICS and the Resources may share the Venture’s information between themselves for the purposes of providing services under ICS programming.
  3. The DER3 is a government-funded program through Innovate BC and Western Economic Development, and accordingly, reporting obligations are necessary in order to enable ICS to provide DER3 services, to report to Innovate BC and Western Economic Development on the progress made by the program clients, the program’s return on investment and access and reach of the program to British Columbians. Some information collected from the Client and disclosed to Innovate BC or Western Economic Diversification may be personal information, including, but not limited to, personal contact information if provided in lieu of business contact information and information on diversity.
  4. The Venture expressly consents to ICS including information collected from the Venture in its files and disclosing to Innovate BC and Western Economic Diversification information collected for the purposes described in point 3, above.

The Venture further covenants and agrees:

  1. to maintain the confidentiality of all third-party confidential information obtained through participating in ICS programming and not to use such information for its own purposes nor to disclose such information to any other party unless such information already exists in the public domain or the Venture is required to disclose such information by law; and
  2. to use industry-specific best practices to secure its confidential information.

Release & Indemnification

The Venture, its directors, officers, employees, successors and assigns, hereby releases and forever discharges ICS, The Province of British Columbia, The Government of Canada, Western Economic Diversification, the Resources and their respective directors, officers, employees, volunteers, consultants, agents and representatives, successors, affiliates, assigns or any other party involved in creating, producing or delivering of ICS programming (collectively, the “Program Providers”), of and from any and all actions, causes of actions, claims, suits, debts, contracts, demands, damages, interest, costs, expenses and compensation of any and every kind and nature whatsoever and howsoever arising, whether known or unknown, at law or in equity, which it now has or at any time can, shall or may have, in any way resulting or arising from, or in connection with the Venture’s participation in ICS.

The Venture is participating in ICS programming at its own risk and agrees that none of the Program Providers has made any warranties or representations respecting the results or outcome of its participation.  In consideration of the Venture’s participation, the Venture, its directors, officers, employees, successors and assigns, hereby agree to indemnify and hold harmless the Program Providers for any loss, liability, damage, expense, claim, demand, action or cause of action that the Venture may suffer, arising directly or indirectly out of, or in consequence of, the Venture’s participation in ICS programming.  

The foregoing release and indemnity shall survive the Venture’s participation in ICS programming and any termination of this Agreement.