CANDA TERMS AND CONDITIONS

Effective date: [1March 2025]

 

CANDA MUTUAL TERMS AND CONDITIONS

 

            The FOLLOWING TERMS AND CONDITIONS are effective on (the “Effective Date”), between Cooke & Associates Inc., ("CANDA"), an Ontario corporation with offices at 978 Burr St, Sarnia, ON,  N7V 2Y6 and the, (“Client"), who has purchased access to the information contained within the Deliberate Airmanship Program. These terms are effective as of the date of purchase or use of the Deliberate Airmanship Program. The parties acknowledge the following facts:

 The Client wishes to enter into mutual discussions, review, analysis and /or coaching related to the use and implementation of the ideas, concepts and documents provided by the Deliberate Airmanship Program (“the Program”).

 In order to learn and apply these aviation methods, the Client will be afforded access to videos, personal mentorship, proprietary content and corporate documents of the Program.  CANDA may disclose to the Client certain personal, or proprietary Information (as defined below).

 

In consideration of the above premises and the covenants hereinafter set forth, the parties agree as follows:

 

  1.  Proprietary Information. "Proprietary Information" means information related to deliberate actions and methods for developing an exceptional airmanship attitude towards Flight Safety, mission planning, risk management, personal development and professional behavior, including the behaviours of a Pilot-in-Command (PIC), regardless of the aircraft being flown, manned or unmanned. The Client agrees not to copy, in whole or in part, reverse engineer, decompile or disassemble any computer software that forms part of this Proprietary Information except for their own personal use.

 

  1.  Exclusions from Proprietary Information. The parties agree that, for the purposes of these Terms, Proprietary Information shall not include any information which the Client can establish is publicly available from other sources prior to learning about them throughout the Program.

 

  1.  Restrictions on Use. There are no restrictions on using the Program information to advance the Client’s personal or professional development.

 

  1.  Return of Confidential Information. Only information clearly identified as “Confidential” that has been provided to the Client during the Program shall be returned to CANDA upon request, without retaining any mechanical, photographic or digital copy of any kind.

 

  1.  Term and Termination. This Agreement shall become effective on the Effective Date of the payment or first access to the Program and will automatically terminate upon the expiration of [two (2)] years from the Effective Date unless earlier terminated by either party at any time on written notice to the Client by CANDA. Notwithstanding any termination of this Agreement the obligations and restrictions on the Receiving Party under paragraph 3 above shall survive until such time as the information in question otherwise falls into one of the exclusions from “Confidential Information” set out in paragraph 2.

 

  1.  No Warranty or License. This Agreement does not require either party to disclose any Confidential Information but any or all Confidential Information shall remain the sole property of the party disclosing such information.  No license to either party of any trademark, patent, copyright or any other intellectual property right is either granted or implied by this Agreement or any disclosure hereunder.

 

  1.  Due Diligence The Client shall not directly or indirectly contact any shareholders, officers, employees, Associates, agents, lending institutions, customers or suppliers of CANDA Inc. in connection with the Program without the prior written consent of CANDA Inc.

 

  1.  Non Solicitation: In consideration of any Confidential Information being furnished to a Client, the Receiving Party hereby agrees that for a period of [three] years from the effective date it shall not directly or indirectly solicit, entice, hire or engage any of the officers, employees, full-time, part-time or independent contractors or any direct or indirect sales representatives or agents of CANDA.

 

  1.  Injunctive Relief. The parties agree that disclosure or use of Confidential Information contrary to this Agreement may cause the disclosing party irreparable harm, for which damages may not be adequate compensation.  Therefore, the parties agree that a party seeking to enforce this Agreement may be entitled to equitable relief, including an injunction, in order to stop any breach or threatened breach of this Agreement.

 

  1.  Governing Law. This Agreement is governed by the laws of Ontario, excepting its choice of law provisions.  The parties hereby agree to irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all legal proceedings arising out of this Agreement.

 

  1.  Corporate Associates.  This Agreement is intended to encompass the Associates (as defined below) of both parties hereto.  Consequently, any Associates of CANDA is an independent agent and not legally bound or in any way influenced by CANDA Inc. Each associate is free to discuss or advise the client in any way they deem suitable. An Associate shall mean any corporation, person or entity that has ever consulted with or spoken to CANDA but that is not part of the CANDA corporation.

 

  1.  No commitment. The parties understand and agree that discussions hereunder are for training, educational, consultation and mentorship purposes only and that no commitment or representation has been made or is made to the Client that is guaranteed to result in the development, manufacture, marketing, improvement or supply of any product or service by CANDA to the Client whatsoever.

 

  1.  Miscellaneous Provisions. This Agreement constitutes the entire agreement and understanding between the parties and integrates all prior and contemporaneous discussions between them related to the subject matter hereof.  No amendment to this Agreement shall be valid unless it is submitted in writing to CANDA Inc and signed by the Client.  This Agreement and access to Deliberate Airmanship educational materials shal not extend beyond the Client or to their respective successors and assigns of the parties hereto.  No delay or omission by the Client in exercising any right under this Agreement shall operate as a waiver of that or any other right.  If any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only such provision and shall not affect or invalidate any other provision of this Agreement.  This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario (excluding its conflicts of law rules) and the federal laws of Canada applicable herein and the parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.  This Agreement is executed and brought into force of law by the Client purchasing the Deliberate Airmanship Program and does not need to be specifically signed by a Client.

 

 

 

Executed and duly authorized by David Cooke for CANDA Inc. to be effective as of the date set forth below.

 

 

COOKE & ASSOCIATES INC.                                                         

By: David G Cooke
Chief Pilot/Instructor UAS
CANDA                                                                        


Date:      1 March 2025