CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is effective [DATE],

BETWEEN:                   [YOUR COMPANY NAME] (the "Contractor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                                    [YOUR COMPLETE ADDRESS]

AND:                            [COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

                                    [COMPLETE ADDRESS]

PREAMBLE

WHEREAS, Contractor agrees to provide certain professional data processing services to Company as may be assigned from time to time (the “Services”);

WHEREAS, Contractor may come into contact with certain financial, commercial and technical information of a confidential nature in performing the Services;

WHEREAS, it is vital to the commercial interests of Company that Contractor recognize the strictly secret and confidential nature, as well as the ownership by Company, of Company’s confidential information and materials to which Contractor may have access or which Company may disclose to Contractor in connection with the Services;

WHEREAS, Contractor has agreed to protect Company’s confidential information and materials and maintain the confidentiality thereof; and

WHEREAS, the present agreement shall not be construed or interpreted as constituting a partnership between the parties, its purpose being simply to set forth a clear understanding of our mutual rights and obligations with respect to the information related to the Services;

NOW THEREFORE this Agreement in consideration of the premises and other good and valuable consideration, the parties hereto agree as follows:

1. DEFINITIONS

In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings:

1.1        “Agreement” means this document and the annexed schedules which are incorporated herein together with any future written and executed amendments.

1. 2. “Confidential Information” means information or materials in any form disclosed or made available by Company to Contractor that Contractor knows or has reason to know (either because such information is marked or otherwise identified by Company orally or in writing as confidential or proprietary, has commercial value, or because it is not generally known in the relevant trade or industry) is confidential information of Company, and shall include, without limitation, (a) the current, future and proposed products or services of Company as well as financial, technical, research, operational, sales and marketing information related thereto; (b) ideas, inventions, technical information and works of authorship; (c) trade secrets, business plans, business forecasts, strategies, budgets, prices and costs, financial statements, research sales and distribution arrangements and the identity of contractors and suppliers; and (d) any information regarding the skills and compensation of employees or contractors of Company.

Confidential Information shall not include information that: (a) was in the public domain at the time it was disclosed or entered the public domain subsequent to such time through no fault of Contractor; (b) was in Contractor’s possession free of any obligation of confidence at the time of disclosure by Company; or (c) was rightfully communicated to Contractor free of any obligations of confidence subsequent to the time of disclosure by Company.

1.3        “Intellectual Property Rights” means all rights, title and interest in and to any and all ideas, discoveries, inventions or creations, and know-how including, without limitation, patents, trade-marks, service marks, designs, integrated circuit topographies, copyrights, including applications for any of the foregoing, as well as design rights, confidential information, trade secrets and any other similar intellectual property rights protected in [COUNTRY] and in any other country.

2. CONFIDENTIALITY AND NON-DISCLOSURE

2.1        Contractor hereby acknowledges:

2.1.1       that it is vital to the commercial interests of Company that Contractor recognize the strictly secret and confidential nature, as well as the ownership by Company, of the Confidential Information to which Contractor may have access or which Company may disclose to Contractor in connection with the Services;

2.1.2       that nothing contained in this Agreement shall be construed as granting to Contractor any Intellectual Property Rights in or relating to the Project or the Confidential Information; and

2.1.3       that he is not an employee, agent, partner or joint venturer of Company and will not participate in any employee benefit plans nor receive any other compensation beyond that stated in Schedule “A”.

2.2        Contractor hereby agrees:

2.2.1       to keep secret all Confidential Information made available to Contractor in connection with the Project;

2.2.2       to keep secret and to make no use, except for the specific purposes of the Project, and to take all necessary measures and precautions in order to maintain the confidential, proprietary and secret nature and character, of any or all Confidential Information that Company, its agents, representatives, employees, related persons and affiliates may provide or furnish to Contractor or disclose orally or in writing to Contractor, or permit Contractor to consult or of which Contractor may have taken cognizance, directly or indirectly, by accident or otherwise. Without limiting the generality of the foregoing, Contractor agrees that it will not directly or indirectly disclose to others, use for its own benefit or copy or make notes or records of any Confidential Information that Company, its agents, representatives, employees, related persons and affiliates may provide or furnish to Contractor or disclose orally or in writing to Contractor, or permit Contractor to consult or of which Contractor may have taken cognizance, directly or indirectly, by accident or otherwise;

1. 1. 3. to take all necessary precautions to ensure that Contractor’s employees, agents, representatives and related persons, shall maintain the secret character of the Confidential Information and shall never use the same except to the extent necessary in connection with the Project. Without limiting the generality of the foregoing, Contractor agrees to limit the dissemination of Confidential Information and restrict access to the Confidential Information to only those of its (or his, as the case may be) employees, agents, representatives and related persons directly involved with the Project and only to the extent that such access is necessary;

2.2.4       to keep no copies, photocopies, drafts or any other form of reproduction of any documents relating to the Confidential Information supplied, compiled or prepared by or for Company or by or for Contractor in connection with the Project, except with the written permission of Company; and to return to Company all the above mentioned documents and copies thereof forthwith upon receipt of a written request to such effect made by Company;

2.2.5       not to install or use any proprietary software of a third party on Company’s computer unless the Contractor has, in writing, the software owner’s permission or license to do so and Company’s written permission to do so;

2.2.6       to provide Company with copies of all materials, documents, notes whether in digital, printed or other form that relate to any obligation under this Agreement. Such copies shall be provided to Company upon Company’s request. This obligation shall survive the termination of this Agreement regardless of the method or manner in which it was terminated;

2.2.7       to waive in favor of Company any moral rights it may have in any documents, notes, and all other copyrightable material, regardless of form, that are developed under this Agreement and to sign any documents or do such things as are necessary to give effect to this waiver, or to obtain such waiver from any person involved in the Project who may hold any moral rights; and

1. 1. 8. to abide by all reasonable rules which Company may impose, including such rules which Company may impose upon its employees.

2.3        In the event Contractor becomes legally compelled to disclose any of the Confidential Information, Contractor will furnish Company with prompt written notice thereof so that Company may seek a protective order or other appropriate remedies prior to any disclosure.

2.4        If processing any personal data on Company’s behalf, the Contractor shall only do so in accordance with Company’s instructions and applicable legislation and only for the purposes designated by Company. In addition, the Contractor shall take all appropriate technical and organizational measures to prevent unauthorized or unlawful processing, unwarranted disclosure, or accidental loss, destruction of, or damage to, such data.

3. OWNERSHIP

3.1        Contractor acknowledges that the Confidential Information and all documents and material related to the Services is and shall remain the sole, exclusive and valuable property of Company, and that Contractor has and shall retain no right, title or interest therein. Any and all printed, typed, written or other material which Contractor may have or obtain with respect to the Confidential Information (including all copyrights therein) shall be and remain the exclusive property of Company.

3.2        For greater certainty, Contractor hereby assigns to Company title, all rights, including Intellectual Property Rights and any other rights to the Confidential Information, any documents, reports, document layouts, notes or any other material whether in digital, printed or other form.

4. REMEDIES

4.1        Contractor acknowledges that any violation of the provisions of Section 2 hereof may cause irreparable harm to Company and that damages are not an adequate remedy. Contractor therefore agrees that Company shall be entitled, in addition to all other rights provided by law or by this Agreement, including monetary damages, to obtain a provisional injunction, interlocutory injunction and permanent injunction to prevent Contractor or persons acting on its behalf, from violating the provisions of Section 2 hereof. In such case, Contractor hereby renounces to any defense based on the availability to Company of other recourses. Contractor hereby agrees that all restrictions contained in Section 2 hereof are reasonable and necessary for the protection of Company.

The remedies provided in this Section are cumulative and shall not exclude any other remedies to which any Party to this Agreement may be entitled under this Agreement or applicable [YOUR COUNTRY LAW], and the exercise of a remedy shall not be deemed an election excluding any other remedy (any such claim by any other Party to this Agreement being hereby waived).

5. DURATION AND TERM

5.1        The effective date of this Agreement shall be [DATE], notwithstanding the actual date of the execution thereof.

5.2        The obligations stipulated in this Agreement shall continue in force indefinitely until such time as the Confidential Information shall no longer be of a confidential, proprietary and secret nature, and shall apply to any future discussions between the Company

concerning future proposed arrangements.

6. NOTICE

6.1        Any notice provided for or permitted in this Agreement shall be in writing and will be deemed to have been given [NUMBER] days after having been mailed, postage pre-paid, by certified or registered mail or by recognized overnight delivery services, except in the case of a postal or other strike affecting the service used whereupon notice will be deemed to have been given [NUMBER] days after normal service resumes.

6.2        Where personal service is made or where delivery is made by facsimile and a receipt thereof has been retained, any notice provided for or permitted in this Agreement will be deemed to have been given when received by the intended recipient. The intended recipient must be an individual whose personal name appears on the address set out in the notice.

6.3        Addressing and delivery is to be made as follows:

If to Contractor:

[YOUR COMPANY NAME]

[YOUR COMPLETE ADDRESS]

Tel: [YOUR PHONE NUMBER]

Fax: [YOUR FAX NUMBER]

If to Company:

[COMPANY NAME]

[FULL ADDRESS]

Tel: [PHONE NUMBER]

Fax: [FAX NUMBER]

6.4        Company may communicate other addresses where notice must be sent to Company from time to time. Such communication shall be in writing and shall have the effect of replacing the address under Section 6.3. No change of address effected under this section shall in any way affect the operation of any term, other than the delivery address, of Section 6.3 in this Agreement.

6.5        All notices given under this section, regardless of the manner in which they are sent must also be copied to Company’s legal department. Should delivery of the copy be made prior to the original, delivery of the copy shall constitute notice if it has been delivered in accordance with those provisions in this section that apply to the original.

7. GENERAL PROVISIONS

7.1        Modification

This Agreement constitutes the parties entire understanding relating to its subject matter, and supersedes and replaces all previous negotiations, representations and other agreement or understanding between them relating to the same subject matter. Any modification and/or amendment to this Agreement must be in writing and executed by both Parties.

7.2        Assignment

Contractor shall not assign this Agreement or any of its rights or obligations hereunder without Company's prior written consent, which consent may be withheld at Company’s sole discretion.

7.3        Binding Agreement

The terms of this Agreement shall bind the parties and their respective successors, heirs and permitted assigns.

7.4        Incorporated by Reference

The Preamble and all Attachments, Schedules and Exhibits hereto are hereby incorporated by reference and made a part of this Agreement.

1. 5. Governing Law

This Agreement shall be interpreted under the laws of the [State/Province] of [STATE/PROVINCE]. Any and all legal actions relative hereto shall be in the courts of the [State/Province] of [STATE/PROVINCE].

7.6        Severability

If any term or provision of this Agreement or the application thereof shall be invalid or unenforceable, such term or provision shall be severed from this Agreement and the remainder of this Agreement shall be unaffected thereby and each remaining term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by the laws of [COUNTRY].

7.7        Waiver

No provision of this Agreement may be waived except in a writing signed by the Party granting such waiver.

7.8        Currency

All references to monetary amounts in this Agreement shall be in [CURRENCY].

7.9        Further Assurances

Each Party will execute and deliver such further agreements and other documents and do such further acts and things as the other Party reasonably requests to evidence, carry out or give full effect to the intent of this Agreement.

7.10      Non-solicitation

Unless given prior written consent by Company, which consent may require a payment to Company, Contractor agrees that it will not, during the term of this Agreement, or for a period of one year thereafter, knowingly solicit or hire any employee of Company.

7.11      Survival

Section 2 will survive the expiration or termination of this Agreement.

7.12      Absence of presumption

No presumption shall operate in favor of or against any Party hereto as a result of any responsibility that any Party may have had for drafting this Agreement.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [place of execution] on the date indicated above.

CONTRACTOR                                                  COMPANY

Authorized Signature                                                     Authorized Signature

Print Name and Title                                                      Print Name and Title

SCHEDULE “A”

CONTRACTOR COMPENSATION