Membership Application Form

Eye Recommend (Doctors Eye Care Co-Op Ltd.) Is a cooperative association of members, and an innovative leader in the optometry industry. As such, Eye Recommend must take every measure possible to keep its confidential information protected. Any unauthorized disclosure or use of confidential information will undermine Eye Recommend’s competitive advantages within the industry, and have a negative impact on Eye Recommend’s long term health, profitability and ability to provide benefits for its members. For this reason, Eye Recommend must have complete trust and confidence in all of its members, and this agreement outlines the fundamental obligations of all members to Eye Recommend with respect to confidential information.

Acceptance of the terms of this agreement is required as a condition of receipt by each member of any and all membership benefits and pricing, discount, supplier and other purchasing information (the “purchasing information”) gathered, arranged or offered by eye recommend for all of its members. please read it carefully. Should you have any questions or concerns, or if you wish clarification, please contact admin@eyerecommend.ca.

Detail

As a Member of Eye Recommend, and in consideration of receiving membership benefits, including but not limited to voting privileges, discounts, rebates, patronage returns, the Purchasing Information and other financial benefits afforded to all Members of Eye Recommend, I agree that:

1. During the course of my membership in Eye Recommend I may have access to the information of, and may acquire knowledge about, Eye Recommend and its business, which information is of a private or confidential nature, including without limitation:
   • the Purchasing Information;
   • methods of operation, trade secrets and know-how, including information about existing, new or envisioned Eye Recommend products, services, processes and procedures, and their development and performance;
   • proprietary computer programs and codes, and scientific, engineering and technical information;
   • business and technical plans and proposals;
   • historical, current and planned marketing and sales programs, and market data;
   • client lists, and client information;
   • historical and current financial information and financial projections;
   • business information including, but not limited to, manufacturing, purchasing, inventory, data processing, personnel, sales, pricing, costs, profits, margins and revenues; technical information such as formulae, processes, machines, inventions, and research; information pertaining to trade marks, copyright, inventions, patent applications and other intellectual property;
   • all other concepts, ideas, materials and information prepared or performed for or by Eye Recommend, and
   • all information related to the business, products, purchases or sales of Eye Recommend or any of its suppliers or customers, other than information that is publicly available, all of which are hereinafter referred to as “Confidential Information”. I understand that this list of Confidential Information is not meant to be exhaustive, and there may be other similar documents or information which I may obtain or have access to or knowledge of in the course of my membership with Eye Recommend which may also be regarded as Confidential Information, and I will treat these in a manner consistent with the fundamental obligations outlined in this Agreement.
      
2. I acknowledge that the Confidential Information is the exclusive property of Eye Recommend, and I agree to receive and hold all such Confidential Information in confidence and not make use of it myself, or disclose it to anyone, including any other member of Eye Recommend who has not signed a Members Confidentiality Agreement, either while I am a Member of Eye Recommend or thereafter, except as authorized to do by Eye Recommend (in its sole discretion), and in accordance with the policies, procedures and instructions of Eye Recommend (Doctors Eye Care Co- op Ltd.).
    
3.  I agree that I will execute, upon request, specific non-disclosure and confidentiality agreements without additional consideration or compensation of any kind.
    
4. From time to time during my membership, I may be given access to information that has been given to Eye Recommend by third parties and for which Eye Recommend has undertaken an obligation to hold such information in confidence. I agree to hold such information in confidence in the same manner as if it were Confidential Information of Eye Recommend, whether I have been informed of the confidential nature of such information or have reason to believe such information is confidential based upon markings or legends on documents or otherwise, including any and all financial, health or other personal data of such third parties.
    
5. All documents and written information obtained or created by me pertaining to any phase or aspect of the business of Eye Recommend are and shall remain Eye Recommend’s property, including any notebook, diary or other documents kept by me in which I record matters pertaining to the business of Eye Recommend. I shall either on demand at any time during my membership in Eye Recommend, or in any case upon the termination of my membership, however occasioned, surrender all such documents and written information to Eye Recommend.
    
6. I agree that I will execute, upon request, any documents reasonably required to vest in Eye Recommend complete title and ownership of Confidential Information or any party thereof, and to denounce any right, title and interest therein, without additional consideration or compensation of any kind.
    
7. I agree that I will, at all times, maintain appropriate security measures in order to avoid the disclosure or misappropriation of the Confidential Information. I will promptly notify Eye Recommend of any unauthorized disclosure or misappropriation of the Confidential Information, and will promptly take such action as Eye Recommend may reasonably request to prevent any further unauthorized disclosure or misappropriation of the Confidential Information.
    
8. I will not disclose the Confidential Information to my employees, contractors or agents, except with the prior written consent of Eye Recommend, which consent may be withheld. If Eye Recommend so requests, I will ensure that those employees receiving Confidential Information shall sign agreements similar to this Agreement. In any event, I will be responsible for any breach of this Agreement by any of my employees, contractors or agents.
    
9. Upon termination of my membership with Eye Recommend, whether voluntary or involuntary, I shall immediately return all tangible forms of Confidential Information in my possession and control to Eye Recommend, and I agree thereafter not to use, or disclose to any third party, any of the Confidential Information of Eye Recommend for any purpose, including for the purpose of competing or aiding others to compete with Eye Recommend in the production, sale or service of any product or service with which Eye Recommend is involved.
    
10. In the event of a breach of any of my obligations set out in this Agreement, I acknowledge that Eye Recommend has the right to impose appropriate discipline, up to and including termination of my membership in Eye Recommend and/or a legal action for monetary damages depending on the seriousness of the breach in all circumstances. In addition, I recognize that a breach of any one or more of my obligations in this Agreement would cause a loss to Eye Recommend which could not be adequately compensated for by damages alone, and accordingly, Eye Recommend will be entitled to injunctive relief against me for any such breach.
     

11. I acknowledge and agree that all of my obligations set out in this Agreement shall continue throughout the duration of my membership with Eye Recommend, and continue beyond the termination of my membership with Eye Recommend.

12. Should any provision of this Agreement be found to be in violation of law or public policy, or to be otherwise unenforceable, that finding will not invalidate any other provisions contained in this Agreement.

13. Where the undersigned Member of Eye Recommend is a corporation, partnership, association, joint venture or other legal entity, the natural persons who are the owners of the legal entity shall, and hereby do, agree to be personally bound by the terms of this Agreement, and affix their hands and seals below that of the undersigned Member of Eye Recommend.