Notice by: LEXcellence Lawyer Corporation This is a generic precedent of a Confidentiality and Non-Disclosure Agreement.

It is not addressed to any particular circumstance and is not suited for all circumstances. Moreover, our provision of this precedent is not to be construed as legal advice or any form of legal opinion as to its suitability or applicability. We are providing this only to provide readers with a general purpose text to guide their discussions with their legal advisors.

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT The Parties to this Agreement are _______________ a Canadian corporation having its principal place of business in the city of _____________ and its Affiliates (“DISCLOSING PARTY”) and the party signing below as receiving party and its Affiliates (“RECEIVING PARTY"). This Agreement is effective as of the date of signature and will expire one year therefrom (the Expiry Date”) unless earlier terminated in accordance with the provisions of Section 9 below. WHEREAS DISCLOSING PARTY proposes to hold one or several meetings or discussions, or to exchange written forms of communication in connection with _______________ (the “Activities”) , and in the course of which one party as the Disclosing Party may disclose to the other party as the Receiving Party certain Confidential Information (as defined in Article 2) which the Disclosing Party wishes to have maintained in confidence by the Receiving Party, NOW THEREFORE, for good and valuable consideration agreed by the parties to be sufficient, RECEIVING PARTY and the DISCLOSING PARTY hereby mutually agree that: 1. The Receiving Party of Confidential Information shall now or hereafter safeguard it by not using or disclosing it for any purpose other than in connection with the above-noted Activities and by maintaining it in secrecy and confidence from third parties up to the Expiry Date (as defined above) plus the Term Extension Period (as defined in Article 9). The Receiving Party may disclose Confidential Information to employees of its Affiliates whose duties justify the need to know such information. Such employees shall be required to comply with the terms of this Agreement with regard to the disclosure and use of the Confidential Information and the Receiving Party shall be liable for the actions of said employees. The Receiving Party agrees that all Confidential Information of the Disclosing Party shall be the sole property of the Disclosing Party. The term "Confidential Information" shall mean any information disclosed pursuant to Article 3, but shall not include information that the Receiving Party can prove: a) b) c) d) was already lawfully in the possession of or known by the Receiving Party before receiving the information from the Disclosing Party; was or becomes publicly known through no breach of this Agreement; is lawfully received by the Receiving Party from any third party without restriction on disclosure; has been independently developed by the Receiving Party without reliance on, use of, or strategic guidance derived from the Disclosing Party's Confidential Information;

2.

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e)

f)

is required to be disclosed pursuant to judicial action or government regulations, provided the Receiving Party notifies the Disclosing Party prior to such disclosure and reasonably cooperates with the Disclosing Party in the event the Disclosing Party elects to legally contest and avoid such disclosure; or is expressly approved in writing by an authorized representative of the Disclosing Party for release by the Receiving Party.

3.

The obligations recited in Section 1 supra shall apply only to information which: a. is disclosed in writing, printed, electronic or other tangible form and clearly and conspicuously marked by the Disclosing Party as “Confidential” or with a lend of similar consequence, or b. is disclosed orally or visually with a confirming written memorandum summarizing the Information orally or visually disclosed, provided the memorandum is identified as Confidential and delivered to the Receiving Party within ____________ following the oral or visual disclosure.

4.

The Receiving Party agrees to promptly destroy all items embodying Confidential Information of the Disclosing Party at any time upon request with said destruction being certified in writing, or, at the Receiving Party’s option, return to the Disclosing Party. Nothing in this Agreement shall be construed as granting Receiving Party any proprietary or use of intellectual property rights of Disclosing Party presently owned or subsequently owned by Disclosing Party or its Affiliates or to Confidential Information of the Disclosing Party or its Affiliates except as specified herein. Neither party is in any way obligated to provide or accept Confidential Information. The term "Affiliate" as used herein with respect to a party means an entity which is controlled by, controls or is under the common control with the party. This Agreement supersedes all other prior agreements between the parties unless such agreements are in writing and executed by both parties, and shall be construed in accordance with the laws of the province of ______________ and the laws of ______________without regard to conflict of laws principles. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute but one and the same document. If any provision of this Agreement is adjudicated invalid, illegal, or unenforceable in any jurisdiction, such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken, and the remainder of this Agreement shall remain in full force and effect. This Agreement may be terminated at any time and for any or no reason by either party on 10 days' written notice in which case the Expiry date shall be said tenth day. However, the obligations of Sections 1-5 shall remain in effect after any expiration or termination of the Agreement, and for a period of _________ thereafter (the “Term Extension Period”).

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10.

Nothing in this Agreement shall be construed as creating a joint venture, joint tenancy or other form of association between the parties. Neither party has any obligation by virtue of this Agreement to proceed with any contemplated transaction between the parties. The parties agree that any breach or potential breach hereof will likely cause irreparable harm for which damages will not adequately compensate, thereby making injunctive relief immediately available to the aggrieved party. day of 20__

11.

SIGNED this

RECEIVING PARTY authorized signature: By: __________________________________________________________ Printed name: Title: Address: Telephone number: Date: ____________________

DISCLOSING PARTY authorized signature: By: __________________________________________________________ Printed name: Title: Date: ____________________

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