Document Sample
					                          NON DISCLOSURE AGREEMENT

This Non Disclosure Agreement between CANDAX ENERGY INC (“Candax”) having its
registered office at 130 Adelaide Street West, Suite 2700, Toronto, Ontario, Canada M5H 3P5
[Insert Full Corporate Name] (“Bidco”) having its registered office at…………… entered into
as of the … of July 2009.

   1. Bidco and Candax wish to engage in discussions about a possible investment by Bidco in
      Candax. The form of that investment might include, but is not limited to, a purchase of
      shares in Candax, a purchase of assets owned by Candax, a farm-out of assets held by
      Candax and a merger between Bidco and Candax (the “Project”). The parties wish to be
      able to exchange information about their respective businesses and assets in confidence
      for the purpose of enabling them to determine whether to engage in further discussions
      and negotiations to advance the Project (the “Purpose”) . Each such party will be treated
      for the purpose of this Agreement as (the “Disclosing Party”) when providing
      Confidential Information to the other party and that the other party’s Representative and
      will be treated as (the “Receiving Party”) when being the recipient of Confidential
      Information from the Disclosing Party Representatives. In consideration of and as a
      condition to the Disclosing Party providing the Receiving Party and its Representatives
      with such Confidential Information each party hereby undertakes to the other and for the
      benefit of each party’s Representatives that it will (and that it shall procure that each of
      its Representatives will):

           (a) keep the Confidential Information disclosed to it and/or its Representatives
               confidential and shall not disclose it or permit it to be made available to any
               person, firm or company other than to its Representatives as provided in
               paragraph 1(d) below;

           (b) use the Confidential Information only for the Purpose and no other purpose

           (c) upon it or any of its Representatives deciding not to participate in the Project, or
               on negotiations between the parties being terminated, or on the Disclosing
               Party’s written request, as soon as practicably possible being defined for this
               purpose as within 15 days, return to the Disclosing Party all written Confidential
               Information and all copies thereof disclosed to it, all such Confidential
               Information held in any form of information storage system and, if and to the
               extent that the Confidential Information is incapable of being returned, destroy or
               delete all such Confidential Information and all copies and extracts thereof (to the
               extent practicable) and undertake not to attempt to recover any such Confidential
               Information (except that the Receiving Party and its Representatives shall be
               entitled to retain Secondary Information in order to comply with any legal,
               compliance or regulatory requirements provided that it is kept confidential in
               accordance with the provisions of this Agreement);

           (d) only disclose the Confidential Information to the Receiving Party’s
               Representatives with a bona fide need to know who are directly involved in the

Candax Energy Inc. Non Disclosure Agreement                                              July 2009
               Project, and then exclusively for the Purpose, provided that any Representative to
               whom such information is made available is:

                   i) made aware that the information received is confidential and of the terms
                      of this Agreement; and

                   ii) is, either subject to a general duty of confidentiality to the Receiving
                       Party which extends to such information and provides at least the level of
                       protection to the Receiving Party as is given by this Agreement, or has
                       executed a written undertaking to comply with the terms of this

   2. Nothing in paragraph 1(a) to (d) in this Agreement shall apply to any Confidential
      Information which:-

           (a) Is in or comes into the public domain for any reason except the Receiving Party’s
               failure, or failure on the part of any Representatives of the Receiving Party to
               whom the Receiving Party has disclosed the Confidential Information, to comply
               with the terms of this Agreement;

           (b) Is already known to the Receiving Party at the date of disclosure to the Receiving
               Party without restriction on disclosure as evidenced by the Receiving Party’s
               written records; or

           (c) Is disclosed to the Receiving Party by a third without obligations of

   3. Notwithstanding the provisions of paragraphs 1(a) to (d) and paragraph 4, the Receiving
      Party may disclose Confidential Information if and to the extent that the Receiving Party
      or its Representatives are required to so disclose by applicable law or any regulatory or
      government authority with jurisdiction (in which event the Receiving Party shall, unless
      prohibited from doing so by applicable law, inform the Disclosing Party in writing and
      use its reasonable endeavours to maintain the confidentiality of any Confidential
      Information disclosed).

   4. In consideration of the representations and undertakings given by each party to the other
      in this Agreement and of each party evaluating the Project each party undertakes to the
      other, unless the other party otherwise consents, to keep confidential to the other party’s
      interest in the Project and the existence of any discussions between the parties and not to
      make any announcement or public statement or comment of any kind to any person, firm
      or company relating to such interest or discussions other than their respective
      Representatives in accordance with paragraph 1(d).

   5. Nothing in this Agreement constitutes a commitment by either party or either party’s
      Representatives to undertake the Project and all discussions between the parties with
      regard to each party’s proposed participation in the Project remain subject to a formal
      written agreement being entered into between the parties in respect of the Project.
      Nothing in this Agreement implies any partnership or joint venture between the parties or
      makes either party the agent of the other.

Candax Energy Inc. Non Disclosure Agreement                                            July 2009
   6. Each party acknowledges and agrees with the other that neither the Disclosing Party nor
      any of its Representatives:

           (a) Are making any representation or warranty ( whether express or implied) in this
               Agreement as to the quality, accuracy or completeness of the Confidential
               Information or otherwise; and

           (b) Will have any liability relating to the Confidential Information or any errors
               therein or omission therefrom.

       This does not exclude liability to any remedy in respect of fraudulent misrepresentation.

   7. Nothing contained in this Agreement will be construed as granting any rights to the
      Receiving Party by licence or otherwise to any of the Confidential Information.

   8. For the avoidance of any doubt each party and its Representatives may cease all
      discussions relating to the Project and may accept or reject any offer to enter into an
      agreement with any third party without giving reason therefore.

   9. Each party acknowledges that damages shall not be an adequate remedy for a breach of
      this Agreement. Accordingly, each party agrees that the other may seek immediate
      injunctive relief from any such breach of these undertakings and specific performance of
      its rights hereunder, in addition to any other remedies available to it at law in equity.

   10. This Agreement contains the entire agreement between the parties concerning the
       confidentiality of the Confidential Information and no waiver or variation of any term of
       this Agreement will be effective unless approved in writing by a representative of each of
       the parties to this Agreement. For the avoidance of doubt, the consent of any party that
       may derive a benefit under this Agreement other than the parties hereto shall not be
       required for any waiver, variation or termination of this Agreement, even if such waiver,
       variation or termination relates to or affects such benefit.

   11. The obligation of the Receiving Party under this Agreement shall remain in force for a
       period of three (3) years from the date hereof.

   12. No person who is not a party to this Agreement, other than a Representative of either
       party, shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to
       enforce any term of this Agreement.

   13. This Agreement shall be governed by and construed in accordance with English law, and
       the parties submit to the non-exclusive jurisdiction of the English courts in respect of any
       claim, dispute or difference arising out of or in connection with this Agreement.

   14. Notices under this Agreement shall be given in writing to the relevant party at the postal
       address stated herein (or to such other address as it may hereafter notify in writing to the

   15. Each Receiving Party acknowledges and agrees that access by it/and or its
       Representatives to the Confidential Information may provide it with material information

Candax Energy Inc. Non Disclosure Agreement                                              July 2009
       concerning the Disclosing Party which has not been publicly disclosed. Accordingly
       each Receiving Party may be subject to applicable securities law which could restrict the
       Receiving Party’s and its Representative’s ability to trade in any securities of the
       Disclosing Party. Each Party acknowledges that they are aware of such laws.

   16. This Agreement may be validly executed by facsimile transmission and in any number of
       counterparts all of which together shall constitute one and the same agreement and each
       of which shall constitute an original.

   17. For the purposes of this Agreement:

       “Affiliates” means any party to this Agreement any holding company or subsidiary of
       such party or a subsidiary of any such holding company or any partnership or company
       which is a subsidiary undertaking of such party or any such holding company.

       “Confidential Information” means information (and any copies thereof) relating to the
       Project/the Disclosing Party/ the Disclosing Party’s Representatives/a business in which
       the Disclosing Party or a Representative of the Disclosing Party has invested or is
       proposing to make an investment or acquisition and including the terms of this
       Agreement, in each case which is provided by the Disclosing Party to the Receiving Party
       or its Representatives before or after the date of this Agreement whether orally or in any
       written form:

       “Representatives” means

       (a) Affiliates;

       (b) Investors in any Affiliates;

       (c) Directors, officers, employees, advisers, managers, investment advisers, partners,
           general partners, agents and consultants of either party or any person names in (a) or
           (b) above; and

       (d) Any financial institution or third party with an interest in co-investing in the Project
           with either party to this Agreement or any Affiliate (on the proviso that the third
           party has previously agreed in writing to execute and be bound by this Agreement on
           the same terms as such party); and

       “Secondary Information” means internal reports, notes, or other working material
       prepared by the Receiving Party or its Representatives save to the extent that it contains
       or comprises a copy of any Confidential Information

       The terms “holding company”, “subsidiary” and “subsidiary undertaking” shall
       (wherever used in this Agreement) have the meanings given to them in sections 258, 259,
       736 and 736A of the English Companies Act 1985;

Candax Energy Inc. Non Disclosure Agreement                                              July 2009
       For and on behalf of Candax Energy Inc

       Signed: …………………………………

       Name: …………………………………..

       Position: ………………………………..

       Date: ……………………………………

       For and on behalf of …………………….

       Signed: …………………………………..

       Name: ……………………………………

       Position: …………………………………

       Date: …………………………………….

Candax Energy Inc. Non Disclosure Agreement     July 2009