Confidentiality Agreement.

Confidential Confidentiality Agreement Page 1/3 13/08/2008 THIS AGREEMENT is made effective the ______ day of ________, 2006. BETWEEN Insert name and address of owner of proprietary information. and Insert name and address of recipient of proprietary information. WHEREAS the Owner and Recipient have certain technical/scientific information relating to the subject of “_______________________” which they believe to be of a confidential nature and a valuable asset that they wish to protect; and WHEREAS both parties wish to disclose the aforementioned technical/scientific information to each other on a confidential basis; NOW THEREFORE in consideration of mutual covenants and undertakings hereinafter set forth the parties hereto agree as follows: 1. All information on the subject of “_________________________” disclosed in oral, written, graphic, photographic, recorded, prototype, sample or in any other form and identified in writing as confidential at the time of disclosure shall be deemed to be “Confidential Information”. Confidential Information that is disclosed orally shall be designated in writing as such within 30 days of the disclosure. The use of the Confidential Information by both parties will be in accordance with the terms and conditions of this Agreement, unless expressly agreed upon in writing by the other party. 2. The part disclosing Confidential Information will co-operate with the party receiving the Confidential Information in making confidential disclosures in a manner that allows the party receiving Confidential Information to halt the disclosures and avoid receiving Confidential Information that the receiving party does not want to accept in confidence. 3. Either party may disclose the Confidential Information to their employees, agents and/or officers who reasonably require the same and who are obliged to treat the Confidential Information in accordance with the terms and conditions of this Agreement. Confidential Page 2/3 13/08/2008 4. The Confidential Information will be handled by both parties with the same controls, protections and safeguards as they normally employ in handling and storage of their own proprietary data and information. 5. The Confidential Information shall not be reproduced in any form except for what is deemed necessary by both parties. 6. The term of this Agreement shall be for a period of __________ months from the effective date. 7. Either party may terminate this Agreement by giving thirty (30) days’ written notice to the other party. Any notice or information shall be effective if sent by registered mail, when the postal receipt is acknowledged by the other party; by electronic communication or facsimile, when transmitted and receipt is confirmed; and by messenger or specialized courier agency, when delivered. A party may change its representative or address by giving written notice of change to the other party in accordance with this clause. In the event that the Agreement is terminated, both parties shall forthwith return all copies of the Confidential Information to the party that disclosed the Confidential Information, with the exception of one copy that may be retained for archival purposes. Notwithstanding the expiry or termination of this Agreement, the terms of confidentiality under this Agreement shall continue for a period of five (5) years from the effective date of this Agreement. 8. The foregoing restrictions on disclosure of Confidential Information will not apply to information which: (a) is now in the possession of either party; (b) subsequently and lawfully comes into either party’s possession without restriction on disclosure; (c) is independently developed by either party; (d) is now in the public domain or hereafter comes into the public domain other than by breach of this Agreement; or (e) is required to be disclosed by law, but only to the extent so required. 9. The Owner represents and warrants as of the effective date of this Agreement that it has the legal right and authority to disclose the Owner’s Confidential Information to the Recipient under the terms and conditions of this Agreement and will indemnify the Recipient against any third party claims or actions brought against the Recipient in connection with its use of the Confidential Information. The Recipient represents and warrants as of the effective date of this Agreement that it has the legal right and authority to disclose the Recipient’s Confidential Information to the Owner under the terms and conditions of this Agreement and will indemnify the Owner against any third party claims or actions brought against the Owner in connection with its use of the Confidential Information. Confidential Page 3/3 13/08/2008 10. This Agreement will be subject to and construed in accordance with the laws of the Province of Alberta, Canada. ACCEPTED AND AGREED to by the parties as signed and dated below: Owner _____________________________ Name: Date: Recipient _____________________________ Name: Date: