NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

BETWEEN: SNC-LAVALIN INC., a corporation having its principal place of

business at 455 René-Lévesque W., Montréal, Province of
Québec, CANADA H2Z 1Z3, on its own behalf and on behalf of
its Affiliates;

(hereinafter referred to collectively as "SLI")

AND: SUPPLIER

WHEREAS SLI possesses certain data, information and know-how, along with, but not limited
to, certain business data, financial plans, confidential customer and supplier information,
technical data and specifications relating to both existing and proposed projects, products,
processes, methods, equipment drawings, specifications, samples, models, material, goods,
equipment, apparatus, documents, reports, studies pertaining thereto as well as other trade secrets
whether in written, oral, magnetic, photographic, optical or other form and whether now existing or
hereafter created (the "Information").

WHEREAS, it will be necessary for SLI, on its own behalf and/or on behalf of their Client(s), to
disclose to SUPPLIER from time to time the Information in order for SUPPLIER to provide
meaningful bids;

WHEREAS SLI is willing, subject to the terms and conditions of this Agreement, to disclose
the Information to SUPPLIER for the purpose of providing bids in answer to SLI’s request for
bids (the "Task").

NOW THEREFORE in consideration of the disclosure of Information and of the mutual covenants
and agreements contained herein, the Parties hereto agree as follows:

1. SUPPLIER shall preserve and keep the confidentiality of all Information that it shall
receive or be given access to by SLI, and shall not use it directly or indirectly for any
purpose other than for the Task.

2. Except as permitted by this Agreement, SUPPLIER shall not disclose, transfer or cause
or permit the Information to be disclosed or transferred to, or used by, any other person
or company, including SUPPLIER's parent, affiliate and subsidiary corporations, without
the prior written consent of SLI. Before disclosure, such person or company must
execute a secrecy agreement in favour of SLI identical in principle to this Agreement.

3. SUPPLIER may disclose Information to those of its officers and employees who need to
know it for the purpose of the Task. SUPPLIER represents and warrants that all of its

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 officers and employees to whom Information is communicated are obligated not to
disclose confidential information regarding the business of their employer obtained in the
course of their employment. SUPPLIER shall ensure that its officers and employees use
the Information only for the purpose of the Task and do not disclose Information to third
parties.

4. If requested by SLI, SUPPLIER shall cause its officers and employees, before
Information is communicated to them, to enter into individual secrecy agreements in
favour of SLI identical in principle to this Agreement.

5. This Agreement does not apply to Information which:

a) At the time of disclosure is or thereafter becomes within the public domain other than
by reason of a breach of this Agreement;

b) Prior to disclosure was already in SUPPLIER's possession without violation of any

secrecy obligation to SLI or to others, either directly or indirectly; or

c) Subsequent to disclosure is obtained by SUPPLIER from a third party who is lawfully

in possession of such Information and which Information is not subject to a secrecy
obligation to SLI or to others.

Specific information shall not be deemed to be within the foregoing exceptions merely
because it is embraced by more general information in the public domain or in the prior
possession of SUPPLIER. Any combination of features will not be deemed to be within
the foregoing exceptions merely because individual features are in the public domain or in
possession of SUPPLIER, if the combination itself and its principle of operation are not in
the public domain or in the possession of SUPPLIER.

6. Disclosure of Information to the extent required by any law or regulation to which

SUPPLIER is subject is not a breach of this Agreement, provided that immediately upon
becoming aware of circumstances which may lead to a situation where SUPPLIER will
be so forced to disclose Information, SUPPLIER provides written notification thereof to
SLI.

7. SUPPLIER understands and agrees that money damages would not be a sufficient
remedy for any breach of this Agreement and that SLI shall be entitled to seek injunctive
or other equitable relief to remedy or forestall any such breach or threatened breach.
Such remedy shall not be deemed to be the exclusive remedy for any breach of this
Agreement but shall be in addition to all other rights and remedies available at law or in
equity.

8. SUPPLIER shall upon written request return to SLI any Information disclosed to
SUPPLIER in writing or other tangible form and all copies, notes, summaries and other
documents or records which in any way relate to or incorporate Information.

9. Neither disclosure of Information to SUPPLIER nor anything contained in this Agreement

gives SUPPLIER any rights in the Information nor grants a license or any rights under

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 any patent or trade secret.

10. This Agreement is effective as of the date and year written below and the confidentiality
obligations contained herein shall bind SUPPLIER even after the expiry of this
Agreement.

11. To the extent that any provision of this Agreement is determined to be invalid or
unenforceable, such provision shall be deleted from this Agreement, and the validity and
enforceability of the remainder of this Agreement shall be unaffected.

12. This Agreement will not be assignable by SUPPLIER and SUPPLIER may not delegate
its duties hereunder. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of the parties and their respective successors and permitted assigns.

13. This Agreement shall be deemed to have been made in the Province of Quebec and
shall be governed and construed in accordance with the laws of the Province of Quebec,
without regard to its conflict of law provisions. SUPPLIER agrees to irrevocably attorn
the resolution of any disputes in connection with this Agreement to the exclusive
jurisdiction of the courts of the Province of Quebec in Montreal.

I DECLARE I HAVE READ AND UNDERSTOOD THIS AGREEMENT, AND I AGREE TO THE
TERMS AND CONDITIONS SET FORTH HEREIN.

Signature

FULL LEGAL NAME OF SUPPLIER:

Name of authorized representative:
Title:

Date:

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